A New Dawn
by Myrrddin
Summary: A New Dawn Brings new beginnings and with it, new dangers. Harry has dicovered his father's secret. Otto is back and wishing to clear his name, along with a mysterious former Jewel theif who calls herself Black Cat. R&R Please
1. Chapter 1: A New Dawn

Disclaimer: I do not own any characters created by Stan Lee or Marvel comics. (However, I **_wish_** I **_did_** own a certain badass villain From Spiderman 2, however, sadly I don't)

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Chapter 1: A New Dawn 

_Why did I live? Why couldn't I have just died along with my dreams?_

Fire trucks and Police cars, sirens wailing, lined the shore in front of the burnt remains of Pier 56. The debris seemed to circle around an intense light from beneath the water. However, no one noticed the sunken figure slowly drifting southward with the current of the river. He watched as his turquoise-tinted glasses sunk to the bottom of the Hudson as the mini sun that he created began to shrink. Hopefully, the night's events would be forgotten quickly. The name Doc Ock would be forgotten quickly.

His voice pounded in his head, "To submerge it... it's suicide!"

And yet he'd done it. Putting aside all fear and any morals he had left, he destroyed it. Watching the last of his mini-sun fizzle out, he remembered looking up into that blazing inferno as it collapsed on top of him, feeling the searing heat as it fell beneath the water. And yet he smiled slightly, ignoring the burns on his back, the physical and emotional pain, he smiled.

"Rosie, I'm coming."

Otto's vision became blurry and then black as he fell unconscious deep beneath the icy waters of the Hudson, completely oblivious to the screams in his head.

**Father don't leave us!**

**We do not wish to die!**

**Father Hold us!**

**Please NOOOOO!**

* * *

Peter Parker Stared out of his apartment window apparently lost in thought. So much had happened in the past three days. He walked over and switched on the radio. 

"Goooood morning New York, DJ Ben here kicking off another 50 minutes of non-stop, back to back hits. Today's Tuesday, November 3rd and we have breaking news from Saturday night's eve-."

Peter switched off the radio. That was the last thing he wanted to think about right now. How his favorite idol had sacrificed his own life to save the city from his alter-ego. Over the past three days, however, MJ had become his official Girlfriend.

Peter's thoughts were abruptly cut short by a sharp rapping at his flat's door.

"Parker, you better have my rent!" shouted the landlord in his heavy Russian accent.

"Coming Mr. Ditkovitch," Peter hollered as he pulled 50 bucks from his pocket. How lucky he had been that Robbie paid him a lot of money for some high shots of the city.

He opened the door to find an aging man with stubble standing outside his door. The trademark scowl he always wore looked more intense this time. "I actually have it this time."

Mr. Ditkovitch snatched the money away from Peter, "You were lucky this time Parker." He grumbled as his daughter walked down the stairs with a heavy load of laundry.

"Hi Pete," she said meekly and blushing.

Peter smiled as another Woman with flaming red hair walked up the stairs.

"MJ."

"Hey Tiger, I just went out for some groceries while you were asleep, I didn't bother to wake you." She said as she leaned in and kissed him.

Peter happily returned the kiss. Walking into the room, he closed the door. "Hey, MJ?"

"Hey, Yeah?" She said.

"I thought that maybe we could go and visit Aunt May today, y'know just to see how she's doing." Peter said quietly.

"Of course Peter." MJ smiled warmly, "Just let me finish putting away the groceries."

While she put cans into the small pantry, Peter went to his closet and shut the door. When he emerged, he had on his trademark red and blue costume. MJ looked at him, at how his costume gently fit the curve of his muscular body. She went to the window and looked out. "No one's out Pete."

Peter pulled on his mask, gently took hold of MJ and crawled off of his balcony into the alley way below. MJ situated herself on his back as Peter tied a thick rope of web line around his and MJ's waist. Leaping high into the air, He shot out another webline with a loud THWIP. MJ tightened her grip on Pe-'scuse me- Spiderman's shoulders. They flew over the roof tops of New York, going faster and faster. MJ laughed at the great thrill of it all. The Icy wind in her hair, the new smell of the morning, the feel of nothing but air beneath her feet. Peter enjoyed it as well, his burden of keeping New York safe felt lighter now that MJ was with him. But something wasn't right. There was a feeling deep in his stomach that normally meant something to be concerned about; he just couldn't put his finger on it.

* * *

That same icy morning, a few miles south of New York, the forgotten figure washed ashore. It didn't take long for ice to form in his soaked hair and on the edges of his trench coat. One of the actuators twitched and rose itself above him, the other three following suit. They shook the accumulating ice off of themselves and opened their claws, their red 'eyes' looked curiously at Otto's limp body. The clicked and whirred as they conversed amongst themselves. 

**Why is he so cold?**

**Is he dead?**

**Explain dead**

**It's when you aren't alive anymore**

One of the actuators bent down and nuzzled Otto's hand with its claw. The feel of the icy metal in his palm made him stir.

**He's alive**

**Praise God**

**What is God?**

**Three, you are such a putz **

The jabbering in his head made him open his eyes. He gently turned his head to the East, to where the rising sun sent streaks of pink and pale gold across the dark sky. He turned is head back stiffly and looked into the glowing red eyes of his actuators.

"N-No, No, NOOOOOOOOOOOOOOOOOOOOOOOO!!!!!" he screamed, it sounded almost inhuman.

The actuators clicked and trilled with happiness.

"Why?" he whispered angrily. He didn't have much strength left. Ice formed along his jaw.

**We swam you out**

**We didn't want to see you die**

**We didn't want to die**

**Are we good?**

"No, it would have been better for every one if you just didn't let me live." Otto said as he tried to sit up. He coughed out some icy water and taking a sharp intake of breath, fell back onto the rocky beach. His lungs were stinging.

The actuators paused for a moment pondering what he just said.

**Spiderman ruined it for us**

**Your experiment would have been a success**

**We can find him though**

**And Kill him!**

"No, Peter was doing the right thing, we were the bad guys."

The actuators hissed.

**No, we were trying to help you**

**One's right, we were the good guys**

**I say we make him pay**

**KILL HIM!!!**

Otto used all of his strength to jump to his feet in anger. He paused for a moment to notice that his trench coat seemed looser than before, and in some ways, slightly tighter. Regaining himself, he spoke in a harsh tone.

"NO!! That night at the pier, Doc Ock died, forever, Otto, however, didn't and I'm in control, so listen to me!" He shouted. He was angry, no, more along the lines of enraged. Angry for not dying, angry at not being able to be with Rosie, and angry with himself for every thing he did over the past three months.

"You will take us all back to New York, but I'm sayin' this once! You will not hurt anyone, you will not kill anyone."

**But**

The actuators said in unison.

"No... Octavius will be remembered again for helping mankind, not destroying it. Doc Ock wanted to destroy, I on the other hand do not. I suggest that you make that your number one priority, or mission, or whatever."

**He is Serious**

...**hmmm**

...**okay**

**If we do, then will we be good?**

"...Yes."

* * *

Peter and MJ Flew over the city towards Queens and Aunt May's new flat. An almost inhuman shout sounded upon the still morning air. 

"Peter, what was that?" MJ asked in a scared tone.

"I don't know, sounded like... 'No'," Peter said tensely. He had a feeling in his gut, and he hoped that he wasn't right about it.

Landing in an alleyway, Peter took off his mask and put on a change of clothes over his costume. Tying up the laces of his sneakers, they walked out of the alleyway. And up to the front door.

"At least Aunt May lives on the bottom floor," Peter said with a light chuckle, as he ringed the door bell.

MJ laughed and shook her head.

"Peter!!" Aunt May exclaimed. "So good to see you again, and Mary Jane, Come in, come in.

May threw aside some old, empty boxes, "I'm sorry for the mess, I haven't finished unpacking yet, but what brings you two here?"

"We just wanted to swing by and say hi, and maybe go get some breakfast somewhere." Peter said with a warm smile.

"We'd be honored if you would join us." MJ said sweetly.

"I'd love to."

* * *

Over near central park, Otto climbed up a tall red bricked building. He didn't stop until he got to the second story. There, were very few people out on the road at this hour so he would be able to enter his apartment. The large glass windows, or what was left of them, had been boarded up with a sign on one saying, "CAUTION: RADIOACTIVE MATERIAL MAY STILL BE ACTIVE." 

"Tch, idiots, by now it should have subsides, lucky for me though, people will stay away."

Using his actuators, he almost effortlessly tore the wooden blockade off of the window. He paused and a muscle in his face twitched. This was one of the windows that were completely torn away by the magnetism in the reaction.

"IT WILL STABILIZE!!" he remembered shouting to the frightened crowd amidst their screams.

As he stepped down from the broken window. Memories flooded back to him with every step. The molten remains of the first fusion reactor were gone. Shattered glass and twisted metal beams littered the floor. He walked slowly across the dusty floor. The echoes of memories past flooded his mind.

"Ladies and gentlemen, fasten your seatbelts."

Otto walked to one particular pillar.

"Otto I love you, this is your dream, good luck." He remembered her gentle kiss before they both walked out to the waiting crowds.

"IT WILL STABILIZE!!"

"Doctor, we have a containment breach!" shouted one assistant.

"AAAHH?!"

He walked closer to the pillar where reddish stains were on the floor and the stone of the pillar.

ZAP

"Rosie, NOOOOOOOOOOOO!!!!"

Otto flinched when he suddenly realized what they were.

Rosie looked to the creaking window as it suddenly shattered and let out a dying scream as the glass speared her. Otto whipped around, the actuator protecting him from the flying glass, ripping off his goggles in horror, sweat beading on his brow.

ZZZAAPP!!!

As his scream echoed in his mind, he collapsed to his knees, tears flooding his eyes. He panted heavily.

"Nooooo," he moaned, "I threw it all away."

The actuators twitched uneasily feeling his pain.

**What is wrong?**

**Is he sick?**

**Is this agony?**

**Yes, this is what it means to be 'Hollow'**

Otto got to his feet and slowly walked to his bedroom. His feet were moving on his own accord. He seemed deadened to the world. Down the long hall he plodded, opening the door at the end of the long corridor. Everything had a thin film of dust over it. Opening a drawer, on his side of the room, two actuators pulled out a black shirt from the back of the drawer while the other pulled out a tan pair of pants.

**Why don't you change clothes?**

**Yes that old thing must be uncomfortable**

**Maybe you'll feel better**

...**Maybe after a shower**

Otto smiled weakly at the blunt remark.

* * *

Peter pulled on his mask in the daily Bugle bathroom. Aunt May had driven him there after breakfast and had gone with MJ to go shopping in the garment district. His spider senses were going nuts. Leaping through the air vent, he leapt off of the roof of the building and began swinging towards central park, to where Doctor Octavius's apartment was.

* * *

Otto walked back into his bedroom in the black shirt and tan jeans. 

**Feel... Better?**

**I know_ I_ do**

**I smell good**

**Hey, I'm clean**

Otto couldn't help but smile. _Just like children_, he thought.

He sat down on the bed; suddenly he had never felt so tired in his life. He sat up and tried to shake it off, only succeeding in falling backwards onto the bed. He mumbled and promptly fell asleep. What the heck, he hadn't slept in over two months.


	2. Chapter 2: A New Start

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Disclaimer: You know it!!!

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Chapter 2: A new start

Otto slept for what felt like ages. When he finally woke up, he found that his neck was stiff and his legs were hanging off the side of the bed. "Ungh..." he said as he sat up.

**You were lying in the same position the whole time**

Strangely enough, it was only the first actuator that had spoken.

"The whole time...huh? ...where are the others?" He asked groggily, massaging his neck.

**They are asleep... you have been unconscious for three days**

"Three days?" Otto said as he picked up the actuator on his lower left, the one who spoke last and gently pried one of the prongs open to where he could see its 'eye'. He found that the light was out.

**Now that you are awake, we will find Spiderman and make him pay for all of the wrong he's done to us**

"...Yes" he said in the harsh voice that clearly wasn't his own. The voice that belonged to Doc Ock... not Otto.

"No...nonono..." Otto gritted his teeth as his eyebrows went to an angry scowl. "I will not be that way any more. I'm not a monster."

**He killed the one you loved. He shattered your dreams**

"Shut up!" He seethed.

**You know it to be true**

"SHUT UP!!!!"

Peter clung to the ceiling, hidden in the shadows, watching the whole thing. He had basically been by and checked him every day. By now the other actuators had awoken and were clicking their claws in confusion. _"So the upper left tentacle was the one who overtook his mind." _Peter thought.

Otto threw the door open and flew down the hall, skidding to a halt just outside of the corridor, sending shards of glass skittering across the floor. In just a few long strides, he managed to cross the large room to his work desk. Peter slowly crawled out of the hall and onto the ceiling of the larger room. Otto brushed some dusty papers off of the oaken desk, opened the drawer, and took out a small box. Opening it, he took out a tiny chip encased in clear plastic and some extremely tiny circuit links. Peter watched him take a pair of tweezers and place each link onto the end of each circuit.

**Otto, what are you doing?**

**What in the hell is that?**

**What in God's name are you doing?**

**No, Don't!!!**

"I'm taking back my life!!!" He said sharply as he reached back and tore the remains of the original chip off of the top of the spinal connector. He jammed the new inhibitor chip into the socket.

Power surged through his mind. The Actuators shrieked out loud and in his mind. Otto gritted his teeth and dug his nails into the desk.

**What? NOOO**

**AAAHHHH!!!**

The other two never had a chance to say their piece.

Silence flooded Otto's mind. His skin was on fire, however his left side felt cool. He opened his eyes weakly to find that he had fallen out of the chair and was now lying on his side on the stone floor. He rolled onto his back and began laughing hysterically.

Peter cringed as he listened. It was the laugh of a madman and it made his skin crawl. Peter crawled along the ceiling until he was right above Otto. "_He looks so different."_ He thought as he stared down at him. It was true. He didn't look anything like the man he had met the day before the accident. His hair was a lot blonder and his skin was so much darker. His face was so much thinner and his cheekbones were clearly visible. _"There's something more, but I can't put my finger on it."_ Peter thought.

Otto had already gotten back up and walked back to his room. Peter climbed silently to the bedroom ceiling and watched. Otto had reseated himself on his bed. This time, he had a picture of Rosie in his hands. His shoulders drooped. "Peter you don't need to hide anymore. I know you've been here the whole time." He said in a cracked voice.

Spiderman dropped from the ceiling in amazement. "How?"

"Simple... you breathe too loud." Otto said turning his gaze back to his lost beloved.

Peter couldn't believe it. He had practically held his breath most of the time, there was no way he could've heard him. "How did you survive?" He asked as he pulled off his mask.

Otto shrugged, "I don't know," he paused and sighed. "But these things told me that they swam me out." He nodded towards the actuators that lay limp on the bed. Peter eyed them suspiciously, then noticed Otto staring wide-eyed at his hands.

"What the?" Otto whispered as he inspected them. Every muscle, every tendon seemed to stick out of his arms and hands. He made a fist and stared at the knuckles that protruded. He flexed his hand a few times watching the muscles glide smoothly beneath his skin. "Wow!" he exclaimed excitedly.

"You think that's impressive... go look in the mirror." Peter said crossing his arms in front of his chest.

"...what exactly are you implying Parker?" He said flatly.

"Go look in the mirror." Peter repeated slightly slower.

Otto got up and walked over to the large mirror that hung from the wall. There was a long pause as Otto stared at the reflection. He shook his head in dismay as he stared at the man looking back at him, "That's not me."

"Yes...it is."

Otto looked back at the mirror and flexed his arms close to his chest. He watched in awe as every muscle in his upper torso bulged. Lowering his arms, he noted that the shirt that the actuator picked out was snug to a point where he could see every muscle clearly. "Damn," he said slowly.

"What, you don't like the new you?" Peter asked with a broad grin.

"Tch...Who said I'm complaining?" He said in awe. Even beneath the shirt Otto noted that the harness, still fused to his skin, had fit the curve of the Muscles beneath it. His head suddenly shot up in surprise, "Wait... did I just put the inhibitor chip together without putting on my glasses?"

"Yeah..." Peter said.

"And If I was able to hear you... and then... this..." Otto continued as he pointed at the mirror.

"Well, the same happened to me... except I was bitten by a radioactive spider, I woke up the next morning to find that I had become... well, like this." Peter said flexing his muscles and recalling the field trip to the radioactivity lab as well as the morning after.

"Then that means..." Otto's mind raced. "The shock from the first fusion reactor..." he murmured, "The needles...into my nervous system...into...my...body...The Radioactivity must've taken affect. I have sensitive hearing, possibly strength." Then he remembered in the hospital how sensitive his eyes were to light. "That must mean my sight is also perfect." His excitement died down when he remembered the aftermath... the train, the bank, MJ.

Peter had put his mask back on and was preparing to leave when Otto spoke up, "Wait, Peter. How was that old woman? The one that I...er, dropped?"

"Oh she's fine. She was my Aunt May, but she's fine." Peter Smiled secretly behind his mask as Otto's jaw dropped.

"O-Oh, I-I didn't know..." He stammered. "...She was a feisty old bat," he said absently massaging his right temple, where she had whacked him upside the head. "How is she?"

"MJ has moved in with me, Aunt May is Living in a Flat on the other side of Queens, and... I'm still Spiderman, trying to scrounge rent," said Peter.

"MJ? Oh...the girlfriend." Otto said, recalling the day when Peter told Him and Rosie about her. There was a long pause between them as Otto stared down at the floor. He walked to the door way and stood there a moment resting his arm up against the frame.

"Listen I know it's not much, but You, MJ, and your Aunt are welcome to come stay here if you wish. I've just got some cleaning to do." Otto said with his head hung.

"Really?" Peter asked hopefully, "I don't mean to intrude but-,"

"No, really... it's the least I can do for all you've done for me, and I seriously don't need this much room," Otto said looking at Peter through one actuator.

"_Eesh, that still creeps me out,"_ Peter thought. "Thanks, listen I gotta get going... see ya'." Peter leapt up one of the open ventilation shafts and out of the building, leaving Otto in silence once again.

* * *

Peter swung from building to building, webline after webline in his wake. He couldn't wait to tell MJ and Aunt May the good news. Now they could live together and not have to worry about pushy landlords, and since Otto was there, he and May could patch things up. Things were just clicking together in his life at this point. As he neared West Village, he threw out one last line with a loud THWIP. It latched itself onto the corner of the building allowing him to make a 270 degree turn. He flipped, landing on his balcony. MJ was inside sitting on his bed reading one of his poetry books. She got to her feet as Peter landed on the balcony.

Ripping off his mask, he swept MJ up into his arms and kissed her.

"Wow, what's got you so excited, Tiger?" MJ said looking happily up into his sparkling eyes.

"I've just found a place big enough for all of us to live in. You, Aunt May and I. My...uh, friend is letting us stay at his place, he has a rather large apartment and he tells me that he doesn't need that much space," Peter said with a huge smile.

"Oh, Peter that's wonderful!!" MJ said with a laugh.

Peter thought it best that they find out _who_ it actually was later. In the mean time, he and MJ began packing up his things, which thankfully for the both of them, there wasn't much to pack.

"I'm going to phone Aunt May," said MJ taking out her cell phone and dialing the number of her new apartment, "She probably won't be too happy to move again though."

As MJ told Aunt May, Peter thought about Otto. "_So now that he has inhuman powers, maybe he'll try to redeem himself."_

MJ finished talking on her cell phone and closed it with a click. "Peter, Aunt May says she'll need some help repacking."

* * *

Three hours later, Otto stood in the center of the huge concrete room. All of the glass shards had been cleaned up and thrown out. The dust had been cleaned off of everything, making the room look newer.

**I Guess now, we have to worry about the windows**, the actuators said in unison.

Otto nodded. The metal panels that had been pulled off of the wall, left holes exposing the pipes underneath. He was glad that the new inhibitor chip did not allow any thing out of the ordinary, however, it still let the actuators converse and agree with him, they couldn't however look into his thoughts and memories. He had total control.

He walked down the stairs onto the first floor, where, at the foot of the stairs, it gave into a large carpeted hallway. He walked slowly down the corridor until he passed by a Heavy wooden door. Turning the brass handle, it swung open with a creak. The door opened to reveal a large library. Book cases full of ledgers, poetry and general literature crowded the walls and central area. Otto walked down the nearest aisle, gently running a finger over the spines of the books. He swore he could still smell the perfume that Rosie wore. As he walked out of the aisle, he turned and faced the tall, rectangular windows that flooded the room with light.

**Hello, remember, fixing the windows**

**Windows, Now**

**Er...**

...

Otto turned and exited the library, gently closing the door, behind him with a loud 'snick.' He walked directly across the hallway to an adjacent door. Upon entering, one actuator flipped on a dusty light switch. As the lights came on, high shelves with many, many dusty boxes lined the walls, each with their own labels. Some held various tools and materials while others held small bits of circuitry. At the far end of the room, there was another door. Behind which were large squares of glass and sheet metals of different elements. Each actuator grabbed two sheets of glass, in their claws, being delicate enough not to scrape it. Otto reentered the store-room and absently began climbing up one of the shelves. As he got to the top, he suddenly realized what he had done. "Wow, never been able to do that," he said with a smile. "Hmmm," he said looking over the edge. Picking up a large box, he suddenly back flipped off of the top of the shelf. He landed perfectly on his feet, with a triumphant grin across his face. Despite the fact that the top of the shelf where he just was, he judged to be about 30 feet high.

"Hey, how heavy is this box?" Otto said as he balanced the box on one hand.

**We'd say, about 150 pounds at the least**

"Doesn't feel like anything at all, seriously," He pondered to himself in amazement. "...Just as I thought."

He took the sheet glass and other things back up the stairs. He laid everything out and began cutting the glass to fit the frames, smiling.

* * *

Peter parked the car that his Uncle Ben had driven next to the old red-bricked building. He got out and stared at the large Brass letters that spelled out OTTO OCTAVIUS above the front door. Aunt May climbed out of the car cradling a box in her arms. MJ climbed out as well carrying a few boxes. Peter went around and took a rather large box from the trunk.

"Now don't go straining yourself Peter," Aunt May said sternly.

"Don't worry, I wont," Peter said as he reached up with one hand and rang the doorbell.

The door opened to reveal and open claw of one actuator that Otto extended to open the door as he was getting off of the stairs and walking down the hall, bandaging his hand.

"What happened to you?," Peter nodded at the bandage around Otto's left hand, noticing that it was beginning to get slightly bloody; he also had a pair of sunglasses on.

"Oh, I just uh, cut myself on some glass and I-," His face had turned slightly paler as Aunt May walked up to the door.

"Hello," Aunt May said sweetly as she studied Otto's face, "Haven't I seen you somewhere?"

"Er...," Otto started as the actuators; which had been hiding behind his back, swiveled around to look at her.

Aunt May instantly recognized them instantly, "Oh... Him," Aunt May stated, eyeing Otto Suspiciously as if she expected him to suddenly grab her with one of his tentacles.

He let out a nervous laugh and said quickly, "ThankyouforcomingmakeyourselfathomeI'vegottogobye," as he disappeared from the door.

As the three of them walked into the hallway, Peter, in an attempt of humor, leaned over to May, "You scared him," only to receive a playful slap on the arm.

Peter led them up the stairs to the demonstration hall/ laboratory and set his stuff down.

"_Wow, the place looks better than this morning,"_ He thought to himself, noting the broken windows had been fixed, twisted frames and all. Peter went back down to the car to find that the rest of the boxes were gone. Running back up in a panic, he saw Otto crouching on a rafter high above, lowering the boxes onto the floor next to the others. Peter bit his tongue to keep from laughing at the realization that Otto was trying to keep his distance from Aunt May and MJ.

Still crouching on the rafters above, arms resting from his knees, Otto looked at Peter, "There are guest rooms if you go down that hallway there," He said pointing one of his actuators to the hallway across the room going to his bedroom. "Make yourselves at home."

When Peter blinked, Otto was gone.


	3. Chapter 3: Personal issues

AHOY Mateys, here be chapter 3.

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Chapter 3: Personal Issues 

Harry Osborn hung his head in dismay. Even though he had found out Spiderman was really his best friend Peter Parker, he just couldn't take it. In just a short, three days time, his destiny had been laid before him. Three days ago, he had discovered Peter's big secret. Three days ago, he had discovered that The Green Goblin was Norman Osborn. He fingered a tightly closed vial filled with fluorescent green liquid. His heart ached. He just couldn't kill Peter. And yet he couldn't disappoint his father again.

"You are weak, you always were weak... Avenge me!!!" Norman's voice reverberated off of the walls of his mind.

The events of the past three months had taken a lot out of him, not to mention had practically ruined him financially for providing all of the precious Tritium for an experiment doomed to condemn the wielder of such power to a cursed life. Just thinking about it made him enraged. He hated Doctor Octopus more than Spiderman... at the moment.

A knock on his office door brought him back to reality. A wiry old man dressed in a black tuxedo that was a size too big for him, quietly entered. "You're visitor has arrived sir," he said in a tired, reformed voice.

"Send him in Bernard," Harry said monotone.

"Yes, Sir."

A man in a large, tan trench coat took Bernard's place as the butler closed the door. His black scarf wound tightly about his mouth. The man's dirty-blonde hair was short and disheveled. And he had an evil scowl about his blue eyes.

"I hear you can help me in obtaining something of great value," Harry said quietly making sure no one was listening from outside.

The man removed the scarf from around his head. He had stubble as well as a few scars across his jaw. He was extremely muscular by the looks of him and had a roughish attitude in his voice that showed that he was practically fearless. "Depends on what exactly you're looking for," he said gruffly in a heavy Californian accent.

"I believe your name is Brock, Right?" Harry said eagerly.

"It's Eddie...Eddie Brock," He said quickly.

"Right, Eddie... What I'm looking for will be heavily guarded, I'm sure, and however, I'm sure you won't be too afraid to slit a few throats to obtain it."

Eddie smirked evilly at the remark. He was proud of the fact that he could be a stealthy killer. He was proud of his bloodstained past.

"It's classified as code XJ-760293. It is an alien symbiote. A creature capable of granting inhuman abilities to whomever acts as its host; I want it to help me get rid of someone whom everyone thinks is dead." Harry said as an evil grin. He had heard some thugs that he had hired to steal something for him that they had claimed to have seen Doctor Octopus alive.

Eddie scratched his unshaven chin lost in thought, "Spiderman and Octavius huh? I've got issues with both...what's in it for me if I get you this legendary symbiote?"

"A reward better than wealth, my friend, I assure you as a business man you will be satisfied beyond your wildest dreams." An evil smirk crawled its way across Harry's face.

* * *

Back in central park, Otto sat on top of the green-shale roof of his apartment, staring across the way at the rising moon that peeked over the top of the low buildings of El Barrio.

**The girl is here, she has something**

The actuators had chosen to speak as one voice together now.

Otto turned his head to see MJ appear from beneath the trap-door that led to the roof. She had a plateful of food in her hand. "Hello? I brought you some dinner."

Otto turned his head to look at her and smiled, "Thanks,"

"What was your name again?"

"...Otto."

MJ sat the plate down next to him and looked at him curiously. "You look different than when I last saw you."

"Well, I certainly feel different," Otto looked up at her.

"Well, enjoy," MJ said with a sweet smile. She turned and went back down the trapdoor and back into the house.

After a while, Peter came up to see Otto lying on his back, head resting on his hands, looking up into the clear night sky. An empty plate sat a few feet away from him. Peter walked around him and sat down on the other side of him.

Otto sighed, "Gosh, I haven't eaten in so long, I'm worried that I'll get sick because my body doesn't know what it is," he said with a chuckle.

Peter smiled. "Yeah," He sighed as well. "What's wrong with you?"

"I just have a bad feeling. Like something bad is gonna happen soon, I can't explain it." Otto said in a concerned tone.

"You too huh?" Peter furrowed his brows in thought, "yeah. I don't like it. Whenever I have a feeling like this, it ends up being hell for the city."

Otto nodded.

"The reason I came up here was to ask you, if you wanted to race." Peter said with a smirk playing across his lips. Otto looked at him quizzically. "I just wanna see if this Radioactivity really did leave you as a super human." Peter continued.

Otto stood up to his full height, towering over Peter who had gotten to his feet and pulled out the red Spiderman mask. Otto slipped on his sunglasses. "Boy... You are so going to lose."

"Oh, we'll see about that," Peter said slipping back into the apartment for a second, then emerging in full costume.

* * *

Eddie had secured his scarf back around his head and traveled across the river to the mainland. In less than an hour he found the building where all top secret files and objects were kept. He slipped in through an air vent, carefully disabling any 'so-called' hidden security cameras. He had learned ninja-like reflexes and stealth from his former getup. He was once the renowned serial killer 'The Sin-Eater'. He had worked for the Daily Bugle as a photographer and actually gotten to meet Peter Parker. He would constantly create reports about this legendary serial killer who supposedly could not ever have been captured by anyone, until Spiderman discovered who the real 'Sin-Eater' was.

He cursed Peter Parker and Spiderman for foiling his schemes. He was able to escape from the maximum security prison he was kept at, thus earning himself a spot on America's most wanted list.

Eddie slipped behind a guard and, taking out a foot-long, razor-sharp blade, slit his trachea. The guard let out a gurgle before falling to his knees. A pool of blood began to form beneath his head. Eddie managed to steal the key-cards and unlock the series of locks on the heavy steel door guarding the container where the symbiote resided.

"I'm so close," he whispered in excitement. His patience was rewarded by the reassuring mechanical voice from the door, "Access granted!"

The door flew open, releasing an Icy wave of freezing air. In the center of the room, a large cylindrical container sat on a pillar, encrusted in ice. Eddie reached out with a gloved hand and smoothed away some of the frozen condensation. In a clear, little window, he saw a mass of thick black goo, almost resembling tar. Picking it up, he gently stuffed it into a fold of his jacket. He slipped out of the frozen vault and closed the heavy steel door. The Guard he had slaughtered was now bleeding all over the floor. Then came the sound of pounding footsteps.

The captain of the guard, flanked by half a dozen guards on each side halted at the entrance to the corridor. "Brock," He said in a low voice, "You're wanted in four states for several counts of first degree murder". The men on either side of him brandished their shock-staves.

With a wave of his hand, Eddie beckoned them to him. "Come, your future is death," he said taking out the foot-long blade that was dripping with blood.

* * *

"Where to?" Otto asked confidently crossing his arms in front of his chest.

Peter thought for a moment. "Oscorp."

Otto stared at him from behind his sunglasses before uttering one word..."Go."

Both beings seemingly flew from the apartment roof to the next roof of an adjacent building. Otto ran at full speed across the roof, the tentacles flinging him upwards at the last possible moment. He watched as the street below became smaller. Flinging out an actuator, he pulled himself up onto the roof of an even higher building. He gained velocity as he sprinted faster across the wide surface, tentacles bracing themselves for another launch.

"_No, no... I want to try something."_ He told them. They relaxed a bit as he jumped to the top of the railing on the edge and launched himself off of the roof with a flying leap. He watched as he went higher and farther. Clearly he could jump at least fifty feet in the air.

"YEAH!!!!" he yelled as he began to fall. Wind whistling in his ears, he caught a glimpse of a red and blue blur as Spiderman swung through the air.

**Our turn to try something**

"Fine as long as it doesn't kill me!" Otto said as the ground rushed up from beneath him.

The upper right tentacle flew forward, catching onto the corner of a building with its claw. The sudden feel of flying upward made Otto see exactly what it was doing, it was _swinging_ him to the next building. Otto threw out the two upper actuators out so that they hooked onto two buildings. He concentrated all of his energy into the actuators as he made them slingshot him forward with a great push. He seemed to fly for ages. He lost track of Peter but could feel his presence behind him. He entered the southern part of New York, where low, three-story buildings gave way to the familiar towering skyscrapers of the Financial District and Tribeca. He slid along a wall, suddenly pushing off of it in a wall-jump.

The familiar triangular shape of Oscorp loomed from behind a large building.

"I'm going to win," Peter thought to himself. "Oh, no!" he exclaimed, seeing Otto closer to the building than he was. Within 20 feet of the roof, Peter let out a web zip line, sailing over and touching the roof at the exact same time that Otto did. Peter rolled and landed in a crouch. Otto landed, but lost his balance and skidded across the roof. He finally stopped and landed on his back. He lay still there for a moment as Peter walked up and looked down at him. "Tie," Peter panted. Otto nodded.

"Why did you want to race here?" Otto asked, obviously curious.

"Because I just wanted to see what Harry was up to," Peter answered walking away from Otto.

"Alright, do your peeping Tom routine, I'll just lie here," He said as he closed his eyes.

Peter crawled down the wall and looked through the top of the nearest window. He was lucky, it was Harry's office. Harry was leaning over his desk and examining a metallic Green mask, with piercing yellow eyes and gaping mouth. "No... he's found out."

* * *

"Hey, sleeping Beauty, wake up!!" Peter said nudging Otto's shoulder with his foot. "We have to go."

"What?" Otto was obviously not too happy for the sudden wake up call.

"Things are seriously not looking good for New York. That feeling in my gut, well, the situation was worse than I thought."

Otto removed his sunglasses. The city lights reflected off of the auburn irises, making the fierce, concerned look in them more intense.

* * *

"Damn gumshoes!!" Eddie yelled as he trudged through knee deep water in the sewers beneath the streets. He cradled the canister in his arms, blood streaming down from a gash in his cheek. Sirens wailed above him. They would never think to look for him here. Eddie stared down at the clear window and noted that it didn't take very long for the creature within to thaw. It moved around inside. He swore he could hear it speak.

"_Please, get me out!"_ it hissed quietly.

"I will, however, we will need to wait a while until it's safe to come out." He answered softly, looking up at the manhole cover above his head. HARLEM is what it said. So he was at the northernmost point in New York. It would take weeks for him to find a way to the Financial District and Oscorp.

Eddie crawled up onto a dry platform above the water and fell asleep.

* * *

Peter and Otto had crept back into the apartment. Peter went off to change out of the Spiderman costume and then to bed. It was pitch black in the house, however, Otto had no trouble seeing because of the built in night vision sensors the actuator's 'eyes.'

He changed into a clean black shirt, hearing the loud rip as the four arms tore holes through the back. Otto rolled his eyes. "First thing in the morning, I'm going to cut holes in all of my shirts."

He finished putting on a clean pair of pants. He really liked the clothes selection that the actuator had picked out the other day. He was going to keep the new look. He put the dirty clothes in the hamper in the bathroom, and then crept silently out to the living room. He looked down at the street from one of the large windows on the second floor, watching a breeze ruffle the tree tops in the park below. He walked to the large loft where He and Rosie had lunch with Peter. "Just some last minute renovations." He said as he used the actuators to pick up the furniture, while he picked up the large sofa with his own two arms. He walked to the middle of the concrete floor and arranged the furniture quickly, with the couch facing the windows. He then flopped down on it and fell asleep.

Peter stirred and woke up with a start to the sound of blaring sirens. He sighed as he climbed out of his bed. "Why can't people keep out of trouble at least until after 7:00?"

Running quietly out to the demonstration hall, he quietly opened the lock on one of the huge, half-moon windows and pushed it open. The sounds of sirens were still strong, but were fading with each second. The sound of light snoring startled him. As Peter turned around, the small blue light of the inhibitor chip gave away the silhouette. Peter as Spiderman, leapt out into the night.

Following the line of Police cars, he swung from building to building. After a few minutes, he noted that he was ahead of all the commotion. Looking down, he saw a rather expensive-looking, black Nissan fly up the street below him. Spiderman swung low and landed on top of the head Police car for a moment. Over the radio he managed to catch an explanation. "Requesting a blockade!!!" The Policeman shouted into his radio, "Subject in stolen black Nissan, heading south, just passing daily Bugle building. Perpetrators are armed!"

Spiderman leapt forward and onto the top of the Nissan ahead of him. Climbing down to the hood, he stared into the startled eyes of the crooks, "I have issues with car jackers!" He said as he began to punch the hood repeatedly. The car finally skidded to a halt. The two men climbed out and both aimed their 12-gauges at him. "Shall we dance?" Peter said before flipping and jumping out of range from the bullets.

As he came down, he dealt a swift kick to both of the guys on the jaws.

"Awww, come on guys, put some effort into it!" Peter shouted mockingly as bystanders cheered him on.

The men flew backwards, their guns making clattering noise on the street. Spiderman shot out two webs from his wrists, snagging the crooks in midair and, jumping up to a light post, tied them securely to it, then, flying back towards central park, he disappeared.


	4. Chapter 4: Cat and Mouse

Note from the author: Thanks for reviewing, people!! They are really helpful, I've got big plans for this story, so trust me when I say it's gonna get good. Special thanks to Agent Silver!!! I'm a big fan of your stories and it's great that you are another person who plays the Spiderman 2 video game. I'm going to include quite a few quotes from it so enjoy!!

* * *

Chapter 4: Cat and Mouse

Otto still lay in a deep sleep, immersed in a dream. The black of unconsciousness melted to reveal him still lying on the couch. He felt a familiar caress on his brow. He sat up and turned around, "_It can't be," _he thought. What he saw made his heart ache, in a... sort of, good way. Rosie sat leaning up against the arm of the couch, with a loving smile. Otto got to his feet as they stared at each other. She was dressed in the same clothes as the day that they met Peter. She got up and walked to Otto, studying his face and the actuators. "You've changed so much," she said slowly as she gently placed her hand on his cheek.

Otto said nothing as tears filled his eyes. He shut them to try to get rid of the accumulating tears. He wanted to just let it all out, Rosie wouldn't mind. He just shook his head. "I-I...I," his voice faltered for a moment. He just couldn't tell her, but then again, there was so much that he _did_ want to tell her.

"It's okay," she said reassuringly.

He hung his head, "Rosie... I-I'm a murderer."

Rosie took a few steps back, in her eyes was the expression of frightened surprise.

"I'm so sorry; it probably would have been somewhat of a good thing that you passed... so you would not have seen what a monster that I became,"

She walked forward and picked up one of the actuators. "These things, they... they didn't, _did they?"_

Otto nodded his head as she sighed.

"But then there was nothing I could do. Once the inhibitor chip was destroyed, they had no problem at all taking over my mind." Otto looked at her.

There was a long pause between the two.

"You can still redeem yourself... help Peter," She said hopefully, walking up to him and leaning her head up against his muscle-toned chest. She put her hand over his heart, "Just trust this."

He reached his hand up and gently put it over hers as she looked into his doleful eyes, "I will, I promise," he whispered.

* * *

Otto woke with a start, "Yes," he said to himself, "I can." He looked to the windows. It was still dark outside. He felt his ears prick up as the minute sound of punches and kicks being blown, sounded through the roof. He ran to one of the windows and undid the latch. Cracking it open, he slid out into the night, gently shutting it as the actuators slid out like snakes. 

**Fools, who could it be at this hour?**

Using his ears to determine just where on the roof they were, he climbed up the side and eased himself up onto the top. He watched as a lady clad in skin-tight black leather and snow-white hair that hung down to just below her jaw, exercised magnificent flips and kicks to a number of thugs who were undoubtedly trying to break into his house. He slipped around behind her stealthily as she rendered the last of the masked thugs unconscious and kicked him along with the rest of them off of the side. Otto winced as he heard them slam into the pavement below.

Standing to his feet, he called out to this mysterious woman, "Milady were those yours?"

She hid her startled surprise as she calmly turned around. In a cocky voice she answered, "Humph, Puh-lease." She jumped to adjacent building's roof as Otto called out.

"Hey!! Wait." He, with a burst of energy, leapt onto the same roof as she, surprised at the fact that she was still there and appeared to be _waiting _on him. "I just want to know, who are you?"

"That's for me to know and you to _not _find out." She said, "But I suppose I could tell you, if you are willing to catch me... Doctor Octopus."

She was treading on dangerous ground and they both knew it. Every muscle tensed in his body at that remark. "What did you just call me!?" he seethed as he clenched his fists. The actuators reared up and hissed venomously. She just looked at him with a look that clearly said 'Bring it on!'

And they were off. She bounded from roof top to rooftop occasionally letting out ropes with small hooks out enabling her to swing like Spiderman, however, Otto, the whole time, was hot on her heels.

"God, I've got to lose this guy!!" She panted as she flew off of the top of a tall skyscraper. Catching sight of a fire escape, she plummeted down to it. "I have to time this right."

Otto had let one of the tentacles swing him low, much to the shock of pedestrians. As he came close enough, he executed another slingshot maneuver. The woman suddenly, with cat-like reflexes, leapt into the air. Time seemed to slow down for Otto as he gained velocity towards the fire escape ladder. _"Oh, Shit!!" _He twisted his body at the last second and flew through the gap between two lofts, the metal whizzing beneath his head. He twisted his body quickly and landed vertically with a loud, booming thud on the wall of another brick building.

"Damn!" She exclaimed and cursed his luck. Following her down town, it seemed like this game of cat and mouse would never end. She eventually landed on the second floor of a building that appeared green because of the window's tint. She crouched down and caught her breath as Otto landed a few feet behind her.

"All... right," He panted, careful not to take his eyes off of her.

"You've got nice moves," she said recalling the near miss of the fire escape. "I actually had to push myself. You were a lot harder to outrun than Spiderman."

"You've met Spiderman?" Otto asked coming a few steps closer. She nodded.

"Hey, a deal's a deal... your name." He said as the actuators bared themselves.

She walked to the edge of the building, and paused with out saying anything. When she finally spoke, her tone wasn't that of an Ice queen, "You always chase girls who brush you off?"

"No, only ones who don't keep promises to tell me their names," he said. He was charming she admitted, however, this counter was certainly not the answer she'd expected. However, she was really good at hiding surprise and fear behind a façade.

"Me... I'm Black Cat... and I just crossed your path. Now if you'll excuse me," she said winking as she disappeared over the side of the building.

Otto stared at the spot where she was with awe.

"Whoa," he said.

**We think that we might run into her again real soon **

Otto looked to his left... at the building next to the one he was currently on. On the edge, facing the street, there was a massive white billboard. In large block letters it said 'Emma Rose Parfume, Paris, New York," under a picture of MJ.

* * *

Eddie was still picking his way through the sewers. He had only just made it to midtown. He and the symbiote had gotten to like each other quite well. It had told him of the alien planet which it hailed from, how it got to earth via latching itself to the underside of an American Space shuttle and how it survived off of human life before being captured and experimented with. 

Eddie told it about himself. How he had been the 'Sin-Eater,' how he had gotten it out of the facility, and what exactly for. The symbiote seemed intrigued at how he was a killer.

"_I am called Venom,"_ it said in its acid-like hissing voice. _"I am...vampiric? How you ssssay. You are Brock?"_

"Eddie," he said.

"_Ahhh, yessss, I can tell that we shall be very good friendssss."_

"Damn it!!" Eddie cursed as they came upon two diagonal forks in the pipe. Looking to his right, he saw through a storm drain that the sun was already rising in the sky.

"_You are trying to get to Osssscorp, yessss? I know the way, sssspent a long time down here I did, just let me out."_

"How do I know you won't ditch me when I do?" he said gruffly.

"_You have my word...My friend."_

Eddie slowly undid the top on the container. The mass of black slid out onto the ground. It was clearly distinguishable by the fact that it was even darker than the shadows surrounding them. It suddenly latched itself onto his wrist and began to pull him through the tunnel down the left fork. Eddie lifted up off of his feet and literally flew down tunnel after tunnel. The sudden turns gave him jolts. This certainly wasn't his idea of a smooth ride, but wherever they were going, they were hauling butt. For what seemed like hours, they flew down the narrow passage ways. "Uh, Venom... where exactly are we?" Eddie asked in a hurried voice.

"_Almosssst there,"_ Venom said suddenly flying upwards and dragging Eddie with it. They halted on a platform way above the bottom of the sewer with such force that Eddie kept going until he smashed into the wall.

Groaning, Eddie rubbed his head. _"Sssso ssssorry," _Venom said concerned.

"Oh, it's all right, but I think you'll need to get back into the container, just for a few hours," Eddie said removing the empty canister. Venom reluctantly obeyed. Eddie slipped the canister back into the folds of his coat. He lifted the manhole, nobody was on the street. But sure enough, Venom had brought them both right to the foot of Oscorp building. He climbed out and replaced the manhole cover. Luckily Harry would be the only one there at this hour. He rode the lift to the top floor. As it opened Harry turned his head from the new paper he was reading to the man who stood in front of his elevator.

"Eddie!!!... God, you stink, where have you been? It's been three weeks."

"I had to gladly slit a few throats, but I got it," he said holding up the canister, in which the Symbiote could be seen moving around.

"Ahhh, give it here, you go take a shower," Harry said stiffly.

"But what about my-," Eddie started.

"Don't worry, you'll get it," Harry answered.

* * *

Otto quickly found his way back to the apartment. Entering the demonstration hall, he stared at the couch in the center of the room. "Why did I put that there?" he asked himself. He remembered moving it because he wanted to study which phase of the moon was then. However, he had fallen asleep the moment he laid down. He shrugged, picked it up and moved it back to its place up on the loft. He then lay back down on it. He would wait to ask Peter about Black Cat in the morning. 

"Otto what did you do?" Peter called across the room as he exited the elevator and pulling off his mask. He had apparently been out fighting late from his tired, sweaty face.

"What?" Otto asked confused.

"This..." Peter said walking up the stairs to the loft and placing a copy of today's Daily Bugle on top of him. Otto pulled it up to eye level and stared at the headline.

"**Doctor Octopus Terrorizes city," **Otto looked at the article saying that he had teamed up with the renowned Jewel thief, The Black Cat.

"That's a load of Bull; tell me again why you work for this guy?" Otto said skeptically.

"Because the pay's good," Peter said. "Sometimes Robbie will be there so he edits and it will be the truth, but I don't really read the paper that much anymore, but I take it that you've met her."

He tossed aside the paper and sat up. "Peter I want to ask you something, she told me that she met you before. Is this true?"

"Yeah, I beat up a bunch of guys in the art gallery and she was there. I ended up chasing her, but lost her after a few minutes. She's pretty incredible y'know. We've met quite often, but I don't see her that much anymore." Peter said searching his memories.

Otto got up and walked to the elevator. "If you're looking for me, I'll be in my storeroom."

"All right," Peter said heading towards the bathroom.

* * *

Otto opened the door in the store room leading to the room where he kept sheet metal and glass. He walked over to the desk at the end of the large room. Sitting down, he began massaging his temples. He shifted his feet, striking something with his foot. One of the actuators curiously reached under the desk and pulled out a large, apparently full, carpet bag. Otto opened it, eyes shooting open in surprise. "Holy Crap!!" he exclaimed upon seeing that the bag was full to the edge of wads of 100 dollar bills. "Ooops!" he said as he hastily closed it and shoved it back under the desk, eyes still wide open. He had forgotten that he had taken a bag more than what he needed to pay for the materials for the second fusion reactor. 

"I don't think they need to know, besides I can use pay bills right?" he asked the actuators.

**Well, we guess, and you'd probably need a new coat if you're going out in public**

* * *

Peter had changed clothes and was rubbing a towel over his sodden hair. Otto had returned from the storeroom. He stopped and watched as Peter desperately dried his hair. 

Sensing Otto next to him, Peter whipped off the towel from his head. His hair was standing straight up in a poofy kind of way. "Hi!!" He said in a cheerful mood.

"A come-hither beauty, you ain't," Otto said as he stared at Peter's hair.

"Yeah, it's funny how a hot shower can make a guy feel like a million bucks," Peter said resuming drying his hair.

MJ emerged from her room, brushing her long red hair. "Morning boys," she said with a yawn. "I'll get breakfast started, okay?"

"Sounds good," Peter said.

"I'm going out for a moment," Otto said disappearing.

* * *

Otto jumped effortlessly from roof to roof heading towards downtown occasionally sling shooting himself forward. There was one place he knew of where he could get a few things that would be necessary for him to fit back into society. Reaching a high rooftop, he climbed through the air vent until he was right above a store. This particular store had multiple swords and other weapons on the black painted walls and shelves. A lone woman was talking to a customer who had put a large, black leather trench coat and what resembled a metal staff encased in a cylindrical sheath. The customer turned around to look at the other collection of strange weapons as the girl at the reception turned her back to answer the telephone. 

"Perfect," Otto whispered to himself as he carefully removed the grate of the air vent. The two lower actuators held him in place while the upper two snaked down to the counter. One grabbed the coat and staff while the other dropped five 100-dollar bills with a note attached to them on the black marble counter. Replacing the cover, Otto scurried out of the building.

The lady and customer turned around. The girl walked curiously to the counter and read the note that had appeared where the two items were.

Keep the change – Ock, is what it said. The customer stared dumbfounded at the 500$ sitting on the counter. It was certainly more than what the items had been on the counter a few seconds ago cost. The two dumbfounded people thought it best not to say anything.

* * *

Otto put the coat on. It fit perfectly, even when he flexed his muscles.

**Perfect**

**Black always looked good on you**

**What about the back?**

**Yes, shouldn't you worry about the back?**

Otto had noted that there was an extra piece of leather connected to the rest of the coat by a zipper. "It's kind of Ironic, you know? It's almost as if it's been made to fit me. This part on the back," he explained to the actuators, "will allow me to cover up the holes from where you guys break through, that way we won't have to worry about it." He said pulling the strap connected to the sheathed weapon over his head. He had always been good with a Bo staff. He them headed back towards home, hoping to finally get a chance to sit and talk with May and MJ.


	5. Chapter 5: New Dangers

Authors note: Yay, so many reviews in such little time, thankyouthankyou!! I'm sooooooo sorry I haven't posted in a while. I wrote this chapter listening to 'Kryptonite' if you haven't heard that song... you poor, poor unprivileged person.

**Chapter 5: New Dangers**

Eddie drummed his fingers impatiently on his knee as he stared out at the accumulating snowflakes on the outside window sill. He fingered his faded blue muscle shirt eagerly. He found it suspicious that Harry had been gone for more than two hours.

He sighed impatiently as Bernard entered the room in his dignified manner. "The Master bade me to fetch you," he said stiffly. Eddie stood up and adjusted his tight denim jeans. He followed the butler down flights of stairs and down a network of corridors. Bernard finally halted in front of a heavy steel door. It parted, revealing a very big laboratory with a dozen or so assistants running about. Harry stood in the center of the entire ruckus in a white lab coat, shouting orders to the various scientists darting about.

"Ahhh, Eddie... if you will follow me," Harry said beckoning to a giant glass cylinder in the center of the room, inside which lay a metal table with straps where the arms, legs and torso went. Harry had indeed found his father's lab... the lab in which he became the Green Goblin. Harry beckoned Eddie to enter the cylinder. Eddie lay down on the table as Harry and two assistants strapped him onto it.

"W-Wait, this is my reward... right?" Eddie started nervously.

"Yes," Harry nodded as the assistants followed him out of the containment chamber.

Harry and the various scientists took their places at various control panels. "Let's begin shall we?" He said as pushed a red button. The door on the containment chamber slid shut with a loud SNICK. He nodded to the head scientist in charge of the assistants. The room was suddenly full of the sounds of fingers racing across keyboards and the whirr of machinery.

Eddie couldn't hear anything. All he could hear from inside the chamber was his own nervous breathing and the sudden start up of generators. A familiar voice echoed in the large cylinder. _"Do not worry Eddie." _

Eddie looked up at the top, where the deep black goo began to crawl down from tubes attached to the air-tight seat at the top of the chamber. "Venom," he whispered. He now felt a boost of reassurance.

"Health checks in balance," The chief assistant called to Harry.

Harry grinned as he thought of what the symbiote would truly look like. That is what he and the other scientists were doing back here for the longest time. They had finally come to the conclusion that it would assume a form similar to Spiderman's. "To kill a spider, use a tarantula," Harry said to no one in particular and noting the chisel-cut muscles on Eddie.

"_Ready my friend?"_ Venom asked in its acid-like voice.

Eddie grinned evilly. Venom suddenly pulled the rest of its mass out of the tubes and plummeted straight towards Eddie. As it hit him, it covered his entire body.

Eddie had never felt anything like this pain beyond reckoning. The symbiote was seeping through every pore in his skin. Eddie fought it back until he couldn't any more. He let out a scream of agony as the symbiote slowly disappeared beneath his skin. Eventually, there was no trace of the black... thing. Eddie felt a new presence within the recesses of his mind.

"_How are you feeling? All right?"_ Venom said inside the back of his mind.

Eddie groaned and lay there panting heavily. Every pore in his flesh was burning almost like someone was sticking minute, white-hot wires into them. Two assistants entered the chamber and began to undo his straps. Sweat rolled down Eddie's face in beads. As one assistant slowly backed away from him, Eddie's hand suddenly stretched out and seized him. It was covered up to the elbow in black. The talons on his symbiote-covered hand pierced the assistant's neck, blood running freely down his arm as the claws dug into his flesh. Eddie sharply flung him away. The assistant's lifeless body smashed through the plate glass wall and in through another window into the control room. Several assistants screamed shrilly at seeing his torn, bloody body, glass shards protruded from his face, shoulders and torso. Eddie flung out his other arm, covered in the black symbiote, and pinned the second assistant against the opposite plate glass wall from where he threw the other one.

The assistant panted heavily as true fright emitted from his eyes. Eddie stood up off of the table as he felt a cool, wet substance cover his clothes and body and eventually his face. Venom opened its maw, revealing hundreds of long, slender fangs and brought them down into the assistant's neck. The color sharply drained from the scientist's face. Eventually, when Eddie pulled the assistant away from him, nothing but a (literally) dried corpse crumpled to the floor. Eddie suddenly spoke out to try the new voice. _"Sustenance,"_ The voice that emitted itself from the creature fused with his own to create and inhuman voice. "_I am Venom now," _Eddie said in the eerie voice.

Harry witnessed the entire thing. The lab now was littered with glass and blood stains. His body was frozen. He didn't know whether he should run or stay. He trembled slightly as Venom approached him. _"Now Harry, I will help you... what do you wisssh of me?"_ He asked humbly bowing. Harry looked him up and down. The symbiote covered his entire body. A large white spider emblem stretched across his chest muscles. The skin was pitch black; however, it reflected a dark-blue light. The face was frightening enough as it was. The fangs in his mouth were dripping with blood while a long, blood-red tongue flitted back and forth. His eyes were white and fiery. Eddie flexed his hands admiring the talons at the ends of his fingers. On the backs of his hands, there was a small white rectangle. In the center, there was a minute aperture. Venom threw out from that small hole, what appeared to be web... only, it was black.

"_Now, Harry... Would you like me to kill Ssspiderman?"_ Venom suggested eagerly reeling in a broken piece of glass with the 'web' he shot.

Harry finally mustered up the courage to speak, "N-No, not yet... go make some mischief. Test your new form out. If Spiderman does show up, fight him, just don't kill him."

Venom nodded, then with a PLIP, released a line. He flew up to a window and with one punch, succeeded in smashing it. Harry rolled his eyes. Venom then threw himself out of the window and into the city.

* * *

The next morning, Peter walked from his room yawning and stretching. Walking out to the great hall, he found Otto at his work bench. Peter watched as one actuator reached into a large box at Otto's feet and pulled out a small jewler's screwdriver out and began tightening small circuits inside what looked black armored gauntlets. Near him lay a few long straps of what appeared to be thick, brown leather.

"What's that?" Peter inquired, pointing to the straps as Otto concentrated on a small coupling link inside the arm of a gauntlet.

"Armor," Otto said not looking up. "I've been working on it for a while."

"Doesn't look like much," Peter said looking at his work. It did from far away look like simple leather. However up close, it revealed to be minute systems of machinery and circuits.

"Well, that's because I just started," Otto said flatly. He stood up and walked toward the stairs, stopping as Aunt May walked up the flight. Otto blinked a few times. "U-Uhmm," he stammered. May smiled, trying to conceal a laugh to no avail, and walked around him.

Peter stared as Otto stayed there for a while. The Sudden piercing shriek of sirens brought him back to his senses. Peter made sure Aunt may had left the room before pulling off his shirt, revealing the blue and red Spiderman costume. MJ appeared behind him holding his mask. "Forgetting something Pete?"

Peter swept her into his arms and kissed her.

Otto cleared his throat.

Peter looked over at him. "What?"

Otto had his arms crossed in front of his chest, one eyebrow raised. Peter hastily pulled on his mask, blushing.

* * *

Otto flung himself from building to building, trenchcoat flapping in the icy, morning wind. Once in a while, he would catch a glimpse of a red and blue blur below him. He was careful to not let himself be seen by the populace. It would be better on both Peter's and his part if he kept away from the eyes of the people. He eventually landed on a corner of a building high above. Through his sunglasses, he watched as Peter landed on the street next to a lamppost where many onlookers gawked.

"Oh, my God!" Otto whispered harshly. Peter stared from behind the eye pieces of his mask, at five or six dried up corpses hanging by what appeared to be black webbing from the light post. Otto swallowed. "They're just..."

**Like corn husks**

**Decimated**

**It's eerie**

**What creature could have done this?**

It was true. Even though Otto thought of the actuators as having no feelings whatsoever, it was true horror in their voices. Not fear, just horror at what hung from the lamppost.

The dried bodies swayed back and forth, their faces twisted into a silent death scream. Peter felt sick to his stomach looking at them. Police cars arrived as Peter leapt up to the ledge where Otto sat. "What could've done this?" He asked the scientist in a shaky tone.

"I-I don't know," Otto replied. "But I'm willing to find out."

* * *

Venom sat on the roof farther above them. The voice inside Eddie's mind hissed angrily, "_Him... the Octopus, he is the one you want to kill?"_

"Yes, my friend, we want to kill him...sssoon."

Venom grinned nastily, revealing the slender fangs inside his mouth. Doc Ock and Spiderman were allied with one another. This would surely be a good bit of news to explain to Harry.

Back at Oscorp, on the fiftieth floor, Harry stood on his balcony, a frothing, fluorescent-green liquid inside of an open vial in his hand. _"Well father, I hope that I may plead insanity to my conscience before this is through."_ He thought.

"_Oh, don't worry, you'll be making me proud, son,"_ The ghastly voice of Norman Osborn echoed inside of his mind. _"I'm alive in you, Harry... The Green Goblin is alive in you!" _Harry raised the vial to his trembling lips and gulped the liquid within down. He began to sweat as he ran back inside of his penthouse. He collapsed to the floor and began quivering violently. He screamed as he fell unconscious.

* * *

Harry awoke a few days later to find Eddie gently slapping his face trying to bring him around.

"Ahh, we were afraid that we'd lost you." He said concerned.

"Of course not," said Harry as he leaped off of the floor. "The Green Goblin is never gone!!" He said in an inhumanly cheery voice that almost sounded like a cackle.

"You feeling' all right?" Eddie asked wondering at Harry's strange behavior.

"Yeah, of course... Let's make some mischief!!!" Harry shouted with a malevolent grin spreading across his face and taking out a small brass sphere.

* * *

"So... How come you haven't had classes?" Otto asked looking a Peter as they walked along the edge of one low roof in midtown. The sun had already set, sending the city lights into a frantic flurry to get on.

"Winter Holidays."

"Ah," said Otto shifting his staff to the other shoulder. The sound of vulgar shouts and punches being thrown sounded from the street below.

"Shall we?" Peter asked with a smile.

"Oh yes let's," Otto said returning the weapon to his back. Peter hopped down immediately while Otto made sure that the actuators were tucked safely beneath his coat and followed suit.

"So what are we lookin' at here?" Otto asked noting that they were closed in by a huge mob of people brandishing guns, wrenches, lead pipes, anything that they could basically get their hands on.

"Gang war!" Peter whispered loudly.

Otto unsheathed his weapon and twirled it expertly as the mob rushed at them. Spiderman let fly a webline, snagging on man in a dirty Harley-Davidson jacket, and swung him in a large arc, clearing the way of five other gangsters. Peter let fly the man he had caught and watched as he slammed into a wall and fell unconscious. His spider senses went crazy as he turned to humor them. A number of gangsters were trying to wrestle Otto to the ground all at one time. He let out an angry yell before pushing himself to his feet. Peter noticed ad he seized a small group of them in his arms, that he was at least a foot taller than all of them.

Otto leapt to the wall and pushed off of it in a wall jump. He flew towards the opposite building as gunshots ricocheted off of the stone. He eventually reached the roof of one low sky scraper. As the gangsters struggled free of his death grip, they searched in vain for their weapons as Otto ripped the removable piece of his coat off, exposing four symmetrical holes.

"What are you?" Asked one woman wearing low riding jeans as the actuators slid out.

"Ever heard of...Doc Ock?" He smirked.

Sheer terror now filled the eyes of his captives as he gathered them all up in the tentacles, much to their dismay, and flung them from the building. He then himself, dived from the roof to the ground, landing with a tremendous BOOOM!!

"Otto?" Peter turned seeing Otto, actuators fully visible standing arms akimbo as six or so bodies crashed to the ground with loud snaps. Some bystanders emitted Shrieks while the others backed up about 20 feet.

"Let's finish this shall we?" Otto asked unsheathing his weapon and smacking one unlucky gangster up side the head. A buzzing in the back of his head revealed and image from one actuator, of a man quietly raising a gun to eyelevel. He Fired. Otto dodged the bullet that whizzed past his head. The man fired again before Otto could turn around. There was a loud noise as the bullet ricocheted off of the casing over his spine. The bullet caused resonance that seemed to rattle his brain. Three of the actuators screamed inside of his head while the other flew, spike brandished, right into the man, embedding the deadly weapon within his heart. The man let out a gurgle before falling to the ground.

Otto stood up, his ears were ringing. He then sharply turned to face the remaining Gangsters, growling and glaring. They all dropped their weapons with a scream and retreated back to the alley way. Otto, after seeing they were gone, collapsed to his knees rubbing his temples. "I think I killed another brain cell!!" He hollered to Peter.

Peter couldn't help but smiling beneath his mask. Sure, he had punched out a number of the attackers, but not like Otto. "Hey, you okay?"

"Not so loud, please, I've got a monster headache."

"Well come on," Peter said softer and helping him to his feet. The actuators were still in plain sight, but right now it really didn't matter. "Let's get out of here."

"Yeah," Otto said looking at the wall. The actuators pulled him up and over. He and Spiderman disappeared as quickly as they had come.

Many bystanders wondered about what they just saw. Did Doc Ock just save them, or were they imagining things?

Venom watched the whole thing. "So thisss isss what we're up againssst. We will bide our time, Yesss!" He hopped along the roof tops back to Oscorp cackling.


	6. Chapter 6: Explanations

Author's Note: Thank you so much for your support, 'tis very helpful

Sorry for ze long wait. I'm busy, y'know bein' in High school and all, but... here ya' go.

* * *

**Chapter 6: Explanations**

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Time seemed to fly by. Thanksgiving passed quickly and it was now mid-way into December. The strange attacks seemed to happen every morning. Each day, at the most, six dried corpses were found every morning hanging from trees, lampposts... anything.

Peter had found much to worry and/or think about after this morning's find. As he shot out another webline, he shuddered, almost making him loose his grip.

"_Come on Pete, Go faster... clear your head,"_ he thought to himself as he gained speed in his upward arc over a building. Otto wasn't around anymore. Peter knew that he had gone back to the house.

He sighed, a blast of cold air meeting him as he rounded another corner. Who was causing these bizarre attacks anyway? Why were they happening? But most important of all, when would the Green Goblin reappear. He had to admit, Harry finding out about what his father was, wasn't a very good thing. Peter knew that it was just a matter of time before Harry went ballistic and tried to wipe out half of New York, like Norman did. What was worse was he knew who he was...he knew Aunt May, MJ...his weaknesses.

He only hoped that he would be ready for it when the time came. In the mean time, the task at hand was to find out whom, or _what_ was causing these horrifying murders. Another webline was released from his bright red glove with a THWIP. Peter felt himself falling.

"Wha-What?!?" Peter shouted above the wind roaring in his ears. His gaze flew up to the sky. His webline had missed the building he was aiming for and he was plummeting towards the ground. _"Damn!!" _Peter yelled as he flung out a zip line at the last moment and pulled himself to the wall that it had attached itself on. Looking at the ground, he noted that he was about five feet fromslamming onto the concrete.

"I have got to concentrate, I can't..._sigh_," Peter said to himself. He slowly crawled up the wall of the skyscraper he had hastily pulled himself onto. Reaching the top, he sat on the eaves next to a stone gargoyle. He sighed as he rested his chin on his fist. His other arm leaned up against the head of the stone creature.

"Huh," He said. The stone beneath his skin felt strange... almost grooved, even though it was supposedly a smooth part of the Gargoyle's head. Upon removing his arm, he saw that engraved in the stone, were deep claw marks. At first he thought it had been Otto, however upon closer inspection, he saw that the marks were long and slender and not to mention extremely deep.

"How bizarre." First, dry corpses hanging from what appeared to be black _webbing_, now, fresh scratch marks in solid stone...clearly this was one opponent who would need constant watch. He would have to run it by Otto whenever he made his way back to the apartment. Peter stood up and adjusted his face mask, then with a flying leap, launched himself into the cold air. He passed through each section of town, heading south. His spider senses were going nuts. In the distance, Oscorp loomed up forebodingly. Unfriendly. This was where his senses were leading him.

Peter peered through his visors into the windows of the top-floor. Inside two figures were moving around. Harry sat behind his desk with an evil smirk on his face. The other man was blonde and muscular. He was speaking to Harry making sweeping movements with his hands.

"I've seen him before, but... somehow I can't put my finger on it." Peter whispered.

* * *

"I swear... he's changed Osborne. He's not the dork I remember from college. He's like...I don't know... an eight legged...Arnold Schwarzenegger or something." Eddie said wide-eyed.

Harry nodded his head. "I know that. That's exactly why I gave you the symbiote in the first place. I wanted you to take him out so that there will be no more diversions interfering with me and Spiderman. Doc Ock has to be out of the way." He tapped his fingers on the oaken desk. "Go get some rest."

As Eddie turned to exit the room, Peter captured a glimpse of him.

"Short blonde hair, Blue eyes... _cheery disposition,_" Peter said sarcastically as Eddie turned towards the elevator with a glaring scowl. "Eddie Brock!"

Peter Jumped off of the wall. "Boy, I'm gonna have a lot to explain to Otto when I get back," he said heading back towards central park at full speed.

* * *

"...Ohhhkay? So what? Brock's workin' for Oscorp, whoop-de-do," Otto said sarcastically when Peter told him about the little gathering.

"No, no, no," Peter sighed. "...Harry using him to kill you."

"If he's supposed to be getting rid of me then why hasn't he done so already?" Otto laughed looking at Peter and crossing his arms... (Organic ones.)

Peter shrugged, "He's biding his time... Norman did the same."

"Norman?" Otto raised an eyebrow.

"The original Green Goblin," Peter said. It had been hard on him to say that. He had been his bes- cough Former best friend's dad. "Oh, by the way... What's a symbiote?"

Otto's eyes snapped open. "What?"

"I said, what's a symbiote," Peter repeated slowly.

Otto slowly turned his gaze to Peter. "Why?"

"Just wanted to know."

Otto sighed. "Come with me."

* * *

They both walked down the long stair cases to the main hall. Otto turned to the large oak doors on the left and opened them. The doors creaked open, revealing a huge library. Tall rectangular windows lined the walls, flooding the room with light. Otto strode over to the far-back corner. Peter almost had to jog to keep up with him. "Oh god, how can you be so long-strided?" Otto smirked and shrugged as he stopped in front of a large bookcase filled with thick notebooks, textbooks and encyclopedias. Peter almost ran into him. "What are you doing?" Peter asked quietly as Otto lifted himself off of the ground with his bottom two actuators. Otto ignored him. He ran his finger along the dusty spines of books, muttering something to himself. "Ah, here it is," He said as he lowered himself. In his hands rest a particularly thick encyclopedia.

"Symbiote...Sym- ah, here," Otto whispered, turning the book so Peter could read.

"The Symbiote is of an alien species hailing from a distant planet, (No name given). They are parasitic and assume the form of their hosts. The symbiote survives off of the life force of other creatures that it devours. Each one is endowed with certain ability, however, whatever creature they attach themselves to; they grant the host super strength and reflexes. They come in all colors and, having no shape, can morph into anything it desires. Thankfully, only a few are recorded to have ever made it to Earth and, however, very little information is available in this field." Peter stared at the small paragraph. "So now we know what is causing these attacks, but we don't know what it looks like."

"Seems that way," Otto said in a low voice.

Peter thought back to the meeting between Harry and Eddie. "Hey hold on... Eddie said something about you... that he knew you from college. What's going on? Why does he have such a desire to kill you?" Peter asked suspiciously.

Otto sighed. "Peter, you might want to take a seat," he said gesturing towards a chair.

"Eddie hates me because, back in college, Rosie was _his _girlfriend. Your teacher Connors and I as well as Eddie and Rosie all went to Empire State University. When I met her on those steps, we tried to get each other to understand our fields of research. She wanted me to understand literature and I wanted her to understand science. Eddie however wasn't too happy with the fact that I was talking to her so he would constantly badger me to leave her alone. She however thought that I was very charming; we spent a lot of time together. But... one day I found out that Kurt had gone into the hospital because of some kind of bone disease. I also found out that he would need his arm amputated if he was to live. A few weeks went by. When he came back to school... He just became the butt of everyone's jokes. He was beat up constantly on a regular basis... Even some of our closest friends turned on him because his disability and treated him like shit. They thought that it was _uncool_ to hand out with someone who has one arm. But, one day... I came into our classroom early and found him sitting alone. When I asked him what was wrong, he didn't look at me and just mumbled that he was hiding. I saw why. He had a serious-looking black eye and a monstrous and severe bruise on the left side of his forehead. All I remember is that after he told me that he was attacked by Eddie and those bastards of friends that hung out with him, I wanted to pay them back. The next day between classes, Rosie and I were walking on the grounds; I noticed a group of kids beating on someone on the ground. When I saw that it was Kurt, I just... went crazy. Threw my books down and punched a couple of guys to the ground."

* * *

"Well, well boy genius... finally snapped?" A younger Eddie Brock sneered. He threw a punch that made Otto take a step backwards. Blood flowed freely from his nose. Unexpectedly, Otto's fist swung upward and found its mark. Eddie fell backwards from the punch. "Get away from him," Otto seethed.

"Just as I thought," Eddie scoffed as he stood up, wiping some spit off of his chin. "All social rejects stick together."

Kurt had gotten to his feet and looked on as Otto stood in front of Eddie and his friends, covering his stump of an arm with his hand.

Otto drew himself up to full height. He seemed to be at least six inches taller than Eddie.

"Come on Science-boy, fight me." Eddie glared.

"I would, however, it would be a complete waste of good energy." Otto said returning the scowl. "I've had it up to my eyeballs with your bullshit, Brock!"

_That really made Eddie's blood boil_

Eddie, in a furious rage threw punches to Otto's face. One after the other. Otto didn't even stagger. He just stood there. As Eddie wound up for one last punch, Rosie flung herself in front of Otto much to everyone's surprise. Eddie managed to control his fist before he swung down. His arm dropped to his side. "Rose, on.-"

Rosie glared at him. "You _are _what everyone says. A self absorbed Jerk! You pick on anyone whom _you_ decide is not classified in any social status, and I've had it!"

Eddie stared in disbelief at his girlfriend, "... you can't tell me that you're sticking up for this..._loser!_"

Rosie turned to look at Otto, "I am," she sighed. "It takes more courage not to fight back than to throw the first blow."

Otto smiled, despite the sharp pain in his face.

"I want you to leave Eddie... Just stay away from me." She said slowly, her brown hair shone in the sun, giving her an almost ethereal look.

_That's when Eddie snapped_

Eddie didn't know what to say. His girlfriend was dumping him for some kind of science geek. He walked up to Rosie, "You know that he'll hurt you... he's just gonna let his projects come before you and you are going to end up dea-"

A resounding slap cut through the still air. Eddie stared in disbelief. "Fine," he said. He regained himself and stared into Otto's eyes. "I swear to you Octavius...I swear. You took my dignity, you took my girl... I'll get you for it one day... trust me...I'll get you for it."

* * *

"That was the last that I saw of him." Otto said leaning against the bookcase behind him. The actuators clicked and whirred in curiosity.

**Wow, he's never admitted anything like that... not even to us**

**Yes, it really is a disturbing story**

**Hmmm...**

**Maybe this Brock character is the one behind these attacks**

"And I take it that that's how your nose got broken?" Peter said noting the fact that Otto's nose bent slightly to the left. Otto laughed at the blunt remark, then straightened up as he listened to his actuator's remarks. "Wait... so according to you guys, Brock is the one behind these murders?" he asked the actuators.

"Well, Brock does have a bit of a bad rep, y'know." Peter said slowly. "He used to work as a reporter for the Daily Bugle until I found out that he was making up stories about some kook known as the 'Sin-Eater.' After I found out what it was all about, you could say that he has a bit of a problem with me."

Otto nodded and pondered their current predicament. "I have an idea."

* * *

It was dark by the time they came out of the library. Otto climbed straight to the roof while Peter stood gazing out of the window looking over central park.

"Oh Peter!" Aunt May emerged from her room wearing an old plaid shirt that Uncle Ben used to wear and blue jeans. Her hair was pulled back into a bun and she had a sweet smile on her face. "I just wanted to tell you that MJ is visiting her cousin tonight and she told me to tell you not to worry."

"Thanks Aunt May," Peter said sweetly. "Have you and Otto had a chance to talk yet?"

"As a matter of fact we have," She answered, "He really is a sweet guy. He took the liberty of explaining why he had been doing those things. I understand perfectly now. I also now understand why he became all quiet whenever I came into the same room as he."

Peter smiled. "Well I have to go now Aunt May, I just uh, got a call from Mr. Jameson about some photos that I need to get. I gotta go," He said running off down the hall to the front door.

A few minutes later, Spiderman and Doc Ock flew upwards and onto the roof of the next building.

* * *

"So let's see," Peter said pacing back and forth across a roof in Midtown. Otto stared down onto the street below, legs dangling over the side.

"Hey Pete!" A feminine voice called to them from the shadows.

"Cat!" Peter said. "I haven't seen you in forever."

"No," She winked.

"Hey, babe," she said as she walked over and hugged Otto.

Otto looked up and smiled into Black Cat's face. His gaze returned to the street.

"Aw come on Otto, what's wrong?" She asked, her soft brown eyes reflecting the city lights.

Peter pulled her over to the side and explained why he was so quiet.

After a while, Cat walked to the middle of the small roof and spread he arms wide. "Well have no fear, Felicia Hardy never betrays secrets."

Peter and Otto couldn't help but to laugh at her antics. "You're name is Felicia?" Otto asked.

"Yep. Hey, I figured that, well, we have all fought along side each other for a long time, I've got nothin' to hide."

"Okay, sure," Otto said as he got to his feet. One actuator came close to her face and appeared to stare at her.

"Why, hello!" She said cheerfully.

"Come on Cat, you came here for a reason, spill it," Peter said crossing his arms.

"Oh yeah, which reminds me to tell you guys. I did find something that might help you find this symbiote, I'm sure that will make you feel better," Cat said to Otto as she turned towards the street.

"How do you know about the symbiote?" Peter asked quizzically.

"Well, duh, I'm not stupid. It's called the internet," She countered.

"Show us!" Otto said cutting the soon-to-be full fledged argument, a smile playing across his lips.

* * *

Once again, Otto found himself flying through New York, chasing the mysterious Black cat. Every once and a while, he would catch sight of Peter zipping along on web lines whenever the actuators would slingshot him forward, sending Peter far behind his gaze.

Eventually, this little game of cat and mouse led them all to the northernmost point in New York. Peter landed perfectly next to Cat. A split second later, Otto barely missed the biggest branch on that specific tree that he nearly brained himself on.

"I guess you miscalculated again?" Peter asked with a laughing look in his eyes as Otto spat out a mouthful of leaves. He gave Peter a scowl. "So where is this thing?" Otto asked as he turned to Cat.

"Well, you almost ran into it, genius," Cat said bringing them both to the backside of the tree where a small glob of pure black was slowly oozing all over the place.

"Is that?" Peter asked peering through the dim light.

"That's a symbiote, well... a piece of it," Otto said taking out a small tube-looking thing and placed it near the moving blob of black. It pulled itself into the tube. Otto sealed it and placed the vial back into the folds of his trenchcoat.

"Are you going to experiment with it?" Peter asked curiously.

Otto gave him a look that clearly said 'DUH!'

"No... no, I'm gonna eat it." He said sarcastically, "Of course I'm going to look at it!"

"Smartass," Peter grinned beneath his mask.

"See? What'd I tell ya'? Made you feel better didn't it?" Cat asked as she put her arm over Otto's shoulder, having to reach up because he was so tall. "Stick with me and you'll be fine... See you boys around," She winked before disappearing into the night.


	7. Chapter 7: Old Friends

Author's Note: Ahh Finally I get a chance to update. Thanks to all of you who've stuck with me. Kudos for everybody!! I never saw Hellboy… I just- Oh, heh, random ramblings. Never mind.

I'm soooo glad that they found the problem with that bug!!! I almost went nuts the other day because I couldn't update!

* * *

**Chapter 7: Old Friends**

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The next morning, Peter woke late. He walked out of his room rubbing his hair. Clattering noises were coming from the kitchen where MJ and Aunt May were trying to fix breakfast.

"Mornin' Pete," MJ chirped happily. She turned her attention back to the pancakes that were almost ready to burn.

Aunt May walked over, hugged him and gave him a kiss on the cheek. "Life has been so much better with all of us living together," she sighed happily.

"No problem Aunt May," Peter said hugging her back. "Hey, where's Otto?" He asked looking about.

"He never came out of his lab last night. He asked us if it was okay if he wasn't disturbed," MJ said looking to the stairway.

"Well, I'm gonna go talk to him," Peter said messing up his hair a bit more than it was.

Peter entered the lab. The sound of keys ticking filled his ears. Otto was sitting at a large computer that had readings and rosters that stretched across the screen. Peter watched as Otto opened the small vial with the black mess inside and as an actuator folded back the larger pincers to reveal tiny ones. Otto pulled a small bit out of the tube and placed it on a small microscope slide. He pressed a button on the keyboard and a receiver for the slide opened up on one of the drives. There was a click as the door shut with the slide secured within. It took a while to read, but in the mean time, Otto fiddled with two wires that were lying in clamps to keep them from electrocuting any equipment. Peter walked closer and looked at the screen. As Peter did that, Otto accidentally shocked himself. There was a small _zzzzt_ and Otto sat straight up, eye twitching ever so slightly.

"Oh, you all right?" Peter said.

Otto swayed slightly, "Buh," he said quickly as his head fell to a bare part of the keyboard.

Peter pulled him back up and almost busted out laughing.

"Gilligan, where's the coconuts?" Otto said groggily as his eye twitched slightly, "Hey, I know you."

"Hey," Peter said gently slapping his face.

Otto shook his head and rubbed temples, "Not again."

"How long have you been at this?" Peter asked pointing to the screens.

"Well, ever since we came back last night, I…guess," He said trying to shake off the effect of the shock. Having metal fused to his spine certainly didn't make things better.

"So what are we looking at here?" Peter said as a screen with a picture of what looked like a large, extremely muscular man coated in black with a white spider stretching across his chest. Its face was gruesome, a large gaping maw with hundreds of dagger-like teeth, a red tongue hung out one side of its mouth. Its eyes were blank and evil-looking.

"What in the _hell_ is that?" Peter asked startled by its frightening appearance.

"That is the current form of our friend," Otto said looking up to Peter's awed face.

The screen put various descriptions along the side of the screen, and then connected them to various places on the symbiote.

"Hmmm," Peter said to himself as Otto began ticking away at the keyboard again.

"I still haven't found its weakness yet," Otto said disappointedly.

Peter looked to the clock and nearly fell over. "9:30?!? I'm going to be late!!!"

"Where are you going?" Otto said before Peter flew up the stairs.

"Connors," Peter said disappearing to the second floor.

"I think it's time we visited our old friend don't you think?" He said to the top-right actuator.

**Yes, it has been a while**

**Won't he be surprised?**

**Giggle**

**Yes, you really need to visit Kurt again**

Otto stared into the screen, a smile slowly spreading across his face.

* * *

"Ah God!" Peter quietly said to himself as he swung through New York. The icy wind stung his face and hands as he picked up speed. "I am so toast!" 

All the way to Morningside, he kept the pace. One last webline was attached to the part of building in front of him. He watched as the ground flew above his head and back to his feet. Peter landed with a WHUMP before diving into a nearby alley and changing his clothes.

Five minutes later he crashed through Dr. Connors class door.

"Well, Peter… You're late, but you didn't miss class, it's an improvement," Kurt said in a low voice. "Take your seat please."

Peter frantically took notes throughout the entire seminar. He was still in the process of finishing a paragraph of notes when the bell rang shrilly throughout the building. "Class dismissed," Kurt said to his students. "Peter could I have a word with you?" he asked curiously. Peter stuffed his folder into his backpack and walked over to a corner where Dr. Connors was standing. "Yes sir?"

"I've noticed that you've been getting to class late, however, your grades have been on a steady incline… but… you're still looking like you never get any sleep. Talk to me… what's goin' on?"

"Well… It's kinda' hard to explain, sir… I've, uh, just been working late nights," He said. Peter knew he didn't need to as much anymore because he was living with Otto, but he had to save his butt the trouble of telling him that he was Spiderman.

"Well, you need to go home and get some rest. That's an order, not a suggestion; I can't have you passing out in my class anymore. You can't afford to fail this class," Kurt said strongly. "Go on… I'll see you next week!" he hollered to Peter as he ran out the door.

"See ya' doc!" Peter yelled back before disappearing outside.

Kurt sighed as he sat down at his desk and ran his hand through his short, dark hair.

"God, Kurt, give the kid a break, he's got a lot on his mind right now," Otto said as he pushed the open door away from him and leaned against the wall.

"Otto! Have you been here the whole time?" Kurt said standing up and smiling broadly.

"Yep," Otto said as hepulled off his trenchcoat and hung it on the rack as his actuators showed themselves. Kurt recoiled against the far wall, "Are y-you all right? I-I heard on the n-news that-"

"You look like you'veseen a ghost," Otto said a smile in his eyes as his actuators peered at Kurt through their red 'eyes.'

Kurt was trembling all over as the tentacles drew away. "Kurt listen to me… Doc Ock is _dead!_ It's me…" Otto said reassuringly, "It's Otto."

Kurt swallowed and walked toward him. He had stopped trembling when Otto said that it was him. Kurt looked him up and down. "You… you look like a friggin' athlete." He said bluntly. Otto cracked his knuckles and Kurt noticed that he had black armored gauntlets on.

"Yeah… what, you don't like the new me?" Otto said spreading his arms, a smile spreading across his face.

"Hell Yeah! I'm envious… What's that?" Kurt asked pointing to what looked like thick leather straps. "Armor?"

"As a matter of fact, it is." Otto said. The straps wrapped around his shins and chest. The ones on his chest being connected just below his shoulder joint by a silver ring. A thick belt hung loosely about his waist.

"Doesn't look like much," Kurt said skeptically.

"Ah, wait," Otto said opening a compartment on the gauntlet and pushing a small switch. Kurt watched in awe as plates of gold-colored metal unfolded from the seemingly plain leather. When they were finished unfolding, interlocking locks snapped shut over his shoulders and one on either side on his ribs. Otto lost his breath as the armor suddenly tightened. He coughed and took a deep breath before examining how the gold-colored metal covered the gauntlets except where the individual joints were. Still short of breath, Otto reached up to his neck. The collar of the chest plate was high, just stopping short about an inch from his jaw. A gap about an inch wide in front of his throat was the only opening in the collar. "I haven't opened it up yet…so I haven't had a chance to see it," Otto said still out of breath, "Virtually indestructible," he said knocking on it.

Kurt nodded his head before speaking, "Hey, aren't those supposed to be boots?" He asked inquiring about the same-colored shin-guards that wrapped around Otto's ankles.

"No… They're greaves; they are only supposed to act as heavy duty lower leg guards," Otto corrected.

Kurt stepped back to admire his friend. He looked like some kind of futuristic knight. He laughed, "You look so much different since the last time I saw you."

"Essentially…" Otto said lifting the flap on the gauntlets again to check the time on the built-in watch before he said quickly, "listen… I've got to go, I'll see ya later." Otto walked over to the coat rack and retrieved his coat.

"Hang on Otto," Kurt said as Otto situated his staff back on its original place on his back and flinging his coat over one shoulder.

"What?" Otto said staring at Kurt.

"Well, I just was wondering… if you were coming to the big celebration-thing at the new planetarium next week… Pretty much everyone you know is going to be there, and the funny thing is that everyone thinks that you are still alive. They know Ock's dead, but they still think you live. Funny thing though… They also think that Ock is a different person."

"That's retarded!" Otto said with a laugh. "I was thinking about it. And I guess if everyone is expecting me to be there, then I guess I have no choice. I've got nothing to do that night anyway," He sighed.

"Great!" Kurt said happily, "Listen I don't want to keep you any longer so, I guess I'll see you next week?"

"Yeah sure, see ya," Otto said walking out of the building.

Outside, Otto slipped his coat on over his armor, and slingshot himself into the air. He let the tentacles carry him up to the top of the nearest skyscraper.

* * *

Hours later Peter slowly swung through the city. He yawned beneath his mask before landing on the top of a skyscraper somewhere in the Hell's Kitchen vicinity. He almost didn't see Otto sitting on the edge. His coat sat folded next to him as the setting sunlight shone off of the gold chest plate. 

"Hey, nice," Peter said walking up to Otto and knocking on his armored shoulder. Peter took a seat next to him and looked across the river before looking at Otto. His sunglasses had slid down the bridge of his nose and his hair fell across his face.

"What's wrong?" Peter asked in an attempt to cheer him up.

"I was just thinking, that's all," Otto said in a low voice. He stared into the direction of the sun before looking down the coastline. Down the coast line that pier 56 used to be moored.

Peter knew what he was thinking about… Rosie. He watched as Otto closed his eyes before looking at the sunset. That was the other thing that had to be bothering Otto…the fusion reactor that practically tore his former life to shreds. Otto sighed heavily before turning to Peter.

"Well? Are you going to the party?"

"Where?" Peter asked taking off his mask.

"The planetarium…" Otto said sliding his glasses back up the bridge of his nose.

"Oh, Yeah… It's kind of manditory or Jameson will go nuts," Peter said with a smile, "How about you?"

"Well, Kurt pretty much left me with no choice… You see, many people believe that Doc Ock is a completely different person from me so they still believe that I'm alive," Otto said standing to his feet. The sun had completely disappeared below the horizon, leaving only the light from the city lighting up the quickly clouding sky. Peter stood up and slid his mask back on as Snowflakes began falling. He found himself shivering. Otto turned around and handed him the trenchcoat. "I don't need it… and to be honest… I seriously don't think that spandex will keep you warm," he said looking at Spiderman.

Peter slipped it on. "It's too big," he said smiling. Then again, Otto did have more muscle on him than he did. Peter buttoned it up and followed as Otto flung himself from the building.

* * *

Meanwhile, on top of the spire of the empire state building, Venom watched the moving city below. The cold didn't bother him as much as he thought. 

"Ahhh, ssso many victimsss, ssso little time," he said as the blood red-tongue flitted and darted back and forth malevolently.

"Firssst things firssst, my friend… to get rid of a certain octopusss," Venom said to the symbiote that covered his muscular body. He fingered a leaflet that he had picked up earlier. It advertised for the huge ceremony at the planetarium. "Here'sss the perfect opportunity," He hissed.

Venom shook himself and a cloud of snow flew off of his back, and then with a leap dived down into the city.

* * *

The new armor's design allowed full range body movement as well as providing ultimate protection. There were four places in the back where the actuators could go through and still allow full movement. 

**Otto, you've really outdone yourself this time**

**Yes, most impressive**

**I'm speechless, really**

… **Whoa!!! Look out!!!**

An actuator flung itself upward, suddenly breaking the steady pace, just in time to avoid being hit by a flying black object; however it landed on the building that the two had just come around and leapt back at Otto. The thing extended its talons and bared its teeth.

"Otto Look out!!!" Peter yelled.

Otto managed to duck out of the way in time to avoid having his head bitten off; however, the thing's talons grazed the back of his scalp. Otto lost consciousness and plummeted twenty feet onto a roof of a building as the actuators, spikes bared, slashed at the creature. The top-right one was the only one able to get it, but it was only a cut across its bicep. It disappeared as quickly as it had come. Peter hurriedly landed next to the fallen scientist and lifted his head off of the snow. A small place on the snow was red. Peter picked up a handful of clean snow and threw it on Otto's face.

Otto woke and shook his head.He paused before saying painfully,"Okay, I think it's time we got serious."

"What was that thing… it was practically a friggin' blur!" Peter exclaimed.

Otto nodded his head, "That my friend… was the symbiote."

"I think we better get back to the house," Peter said hurriedly. "I wouldn't want to run into that thing in a dark alleyway again."


	8. Chapter 8: Disaster

Author's Note: Thank you so much for all of the wonderful reviews People!!! I only wish I could get it all up at once, however, I can't. I wanted to make this chapter longer than the others as thanks to all of my wonderful fans. Oh, and Mark C? You must be telepathic ah ha! Cheers! Well, enjoy.

* * *

**Chapter 8: Disaster**

****

****

The week went by quickly. Otto stood staring into his bedroom closet when Peter came in wearing a grey suit and blue tie, his camera around his neck. "I'm going to go ahead and go over to the Daily Bugle, I'll meet you there… Don't be late," Peter said.

"Well, how about you don't be late… _Hero_," Otto smirked.

"Well, _Fine,_" Peter said returning the smirk and disappearing.

"Now… what to wear…" Otto said to no one in particular as he parted through the shirts hanging inside. "They are all too big for me now," He said to the actuators.

**Let us have a look**

**Yes, they are too big for you now**

**Isn't that a good thing?**

**Shush**

Otto rolled his eyes, "Guys, Please… not now."

**Apologies,** the top-right one said as it nudged its 'Head' farther into the closet. The others continued their quarreling in the back of his head. Otto waited as the actuator reemerged with a red, silk button-up in its pincers.

**Mmmph,** it said to him as Otto removed it from its pincers. It was definitely a smaller size than all of the other shirts.

"You got this from the back didn't you?" He asked it.

It seemed to nod as Otto held it up to him, "You know, it just might fit," Otto said raising his eyebrows. Red had always been his favorite color anyway. He laid it on the bed and changed into a new black shirt and put the chest armor back on. It was in its original leather-looking state so it would take up less room. Otto put the shirt on and buttoned it up hearing the loud rip as the actuators tore holes through the back. He dropped one arm to his side and slapped the other hand to his forehead in frustration. "_Damn, Damn, Damn,"_ he thought to himself. He then dug around in one of his drawers and pulled out from the bottom, a pair of black slacks. He put them on, tucked the shirt in and then took out a black tie from his top drawer and put it around his neck. He walked in front of the mirror and stopped as he finished doing up the tie. The actuators swiveled around to look at his reflection. Otto smirked as he stared at the man staring back at him. He turned to the side and back to the front admiring his new looks. The top-left reached into the closet and pulled out a black-cloth long jacket. Otto slipped it on and checked the length. It went down to the backs of his knees. "Perfect, you guys should be able to fit," He said. The actuators clicked and trilled to each other. "No complaining," Otto said firmly as the actuators retreated beneath the coat. He made sure that the gauntlets were secured around his wrists. He put some of the cologne he used to wear on before going out into the main room where MJ sat reading.

"MJ, could you tell me… Do I look normal to you?" He said turning to the side.

MJ stifled a laugh, "It depends, what is normal in your case?"

"Well, yeah but- Hey!" He said as a smile spread across his face.

"Oh, you have a wonderful smile! You should wear it more often!" MJ laughed.

"Yeah, well I try to bring it out on special occasions," He said still smiling broadly.

He lifted the flap on his gauntlet and checked the time. "Sorry, I've got to go."

"Okay, we can talk more later," MJ said happily and returning to her book.

Otto ran to the large half-moon window, opened it and disappeared into the night.

* * *

Peter followed Mr. Jameson around the large building for what seemed like an eternity. Whenever Jameson would point, he'd bark, "Parker!!" Peter would snap back to reality long enough to take the picture before scanning the crowd again for any familiar faces. He finally saw someone he knew.

"Parker, you can go off for a while, but I want you back when I holler!!" Jameson yelled.

Peter ran over to a young woman with strait blonde hair that fell to her jawbone. "Hey," She said winking.

"Hey Felicia!" Peter called out.

"Peter!" Dr. Connors called to him. He walked over to his student before speaking into his ear in a low voice, "any sign of Otto yet?"

"No," Peter whispered back, "Oh, wait, here he is," Peter said in a normal voice, "Wait… won't Jameson recognize him?"

"Probably not… he's changed a lot since then, maybe we could say that they had the information wrong," Kurt suggested into Peter's ear. "Good idea," Peter whispered back.

Otto snuck along the wall in the shadows until he came close enough to Peter and Kurt.

"Sorry I'm late… I had to sneak in through the back way," Otto whispered in an attempt to keep out of sight.

"You know that you won't be able to keep out of sight for long… nice shirt," Peter said smiling.

"Peter, this is serious!" Otto whispered loudly.

"Relax, just blend, we've got it all worked out," Kurt said reassuringly.

"PARKER!!!" Jameson yelled.

"Ack! Got to go!" Peter yelled, "I'll catch up with you guys later!"

"I'll be right back," Kurt said walking off.

"Sure, just leave me," Otto muttered sarcastically.

"Ock?" Came a woman's voice from behind him.

"Cat?" He replied to the feminine voice. The woman came around to face him in the front. "Felicia Hardy I presume?" He said drawing himself to full height.

"Yes as a matter of fact," she said raising an eyebrow, "Actually, there's something… more like someone I wanted to talk to you about-"

"Felicia!" A voice called from somewhere in the crowd.

"Oh, Mother!" She said through gritted teeth. "I'll be back."

"Sure," he whispered looking up to see her disappearing into the crowd. He noticed a couple women who were his colleagues looking at him and talking to one another, smiling and laughing. Otto looked away and rolled his eyes, "Oh, give me a break," he whispered to himself. "Come on Kurt."

Kurt and a few other people came up to him.

"Well, well, Octavius, I haven't seen you in nearly fifteen years," a dark-haired man with blue eyes and messed up hair exclaimed and shaking Otto's hand. He was tall, but still about an inch shorter than Otto.

"I'll be damned, Brad Gonima!" Otto said returning the handshake.

"You look so much different!" Brad exclaimed and looking closely at Otto.

"Yeah, I'm not dumpy anymore," He said with a wry smile. Brad smirked.

Brad had been one of his best friends in college. The next fifteen minutes, Otto spent uncomfortably talking to his old friends and colleagues from school and explaining to him what really happened. It was difficult to explain that he wasn't the infamous Doc Ock. He eventually pulled himself away from the crowd while Kurt covered for him. Otto went to an empty corner and leaned against a pillar. He closed his eyes and wiped the sweat from his pale face. Things only became more uncomfortable for him that night five minutes later.

"Otto?" a gentle voice asked. He snapped his eyes open to look into the face of Rosie's older sister, Lilia. "Oh, God," he mouthed silently.

"L-Lily," He stammered. His heart raced inside of his chest as he panicked.

"Easy, easy," She said soothingly as if trying to calm a panicked animal, "If your face gets any whiter, I shall say that you are a ghost."

That seemed to have the desired effect. His shoulders relaxed and color returned to his face. "I just wanted to talk," she said. She almost looked exactly like Rosie; she had the same green, almond-shaped eyes, but darker hair.

He followed her out onto the balcony and rested his hands on the railing. She reached over and placed her hand on top of his armored one. He let out a small, uneasy gasp and looked into her eyes. She looked down at his hand; the black-armor gauntlets covered his knuckles and halfway up his fingers to the next knuckle. "What is this?" She asked picking up his hand and examining it like a curious child.

"Oh, It's just a… project I've been working on," He said timidly and swallowing.

She placed his hand back down and sighed, "Otto, you don't need to hide it anymore… I know who you are… I know what you were," she said nodding toward one actuator who was sticking its 'head' out from beneath the bottom of his coat. "It's okay… It wasn't your fault."

Otto looked down at the bottom of his jacket, "You peeked!!" he said swatting it. It retreated back into his coat with a hiss that almost sounded like a laugh, "It's not funny!" he said to what Lily thought was no one.

"Who are you talking to?" she asked raising an eyebrow.

"The actuators, they have built in AI, so they kind of have minds of their own," He explained.

The pair spent the next hour talking and catching up on the events of the past three months. When Otto finished, he turned away and shuddered, "I'm sorry," he whispered, "Most people think that a beast like me is incapable of love…but… I just… I don't know how or why I kept going those months, but I know that it's impossible to bring her back… I'm so sorry." His heart ached badly and Lilia knew it. There was a long pause before Lily leaned up against him and whispered into his ear, "Who says it's impossible?"

Otto looked up, his doleful eyes boring into hers. "I'm sure with your intellect, you can find a way," she continued. She kissed him on the forehead and drew away from him. She walked back to the door and rested her hand on the knob. "I know it's possible, I know it can be done," She gave him a warm smile before disappearing amongst the crowd leaving him to ponder her last words.

"It can be done…" Otto muttered staring into the starry sky. He sighed and stared into the sky, smiling as his breath rose into a cloud.

* * *

Otto came back into the planetarium where he found Felicia and Peter muttering to each other. When Otto joined them, Felicia leaned over and whispered into his ear, "You see that guy over there?" She motioned to a man wearing tan slacks, a regular white tux-shirt and a leather vest. He had short black hair that was neatly combed back and he went around snapping pictures.

Otto narrowed his eyes and focused on his face. He suddenly realized who it was, "Who in _the hell_ does Brock think he's kidding?" It was true; Eddie had dyed his hair black and neatly combed it. He had in green contacts and was showing a three-day beard, which he had also dyed black.

When he came over to the three, he had a large smile on his face. Otto knew it was a fake, and inside, he was all but smiling. He clenched his fists behind his back.

"Whoa, there, mighty one," Felicia said to restrain him.

"Hi, I'm Randy Smith, I work for the New York Times, and you must be Otto Octavius? Great to meet you sir!" He said cheerfully.

"_You know Damn well who I am you little bastard," _Otto fiercely thought to himself. He put a smile just as broad and shook his hand.

"Wow, Felicia Hardy _and_ Peter Parker… mind if I get a picture?" He asked showing them the camera.

"Wait, how do you know me?" Peter said thinking to himself, _Aha! Gotcha!_

"Well, you are the only one able to get pictures of Spiderman, You are the envy of all photographers in the tri-county area," He said informatively.

Otto, Peter, and Felicia paused for only a second to pose for the picture before Eddie- Randy (whatever) spoke in a sweet tone, "I enjoyed our little encounter, maybe we can see each other again soon." He ran off.

"Grrr, I just wanna break something!" Otto said raising his hands to his face and flexing them, making the muscles in his arms bulge.

"I don't have a good feeling about this… something bad is going to happen," Peter muttered to them. The other two fighters nodded.

* * *

During the next thirty minutes, Otto, Peter and Felicia kept a sharp eye on Brock before he disappeared completely.

"Where'd he go?" Otto asked Peter.

"Shit," Peter whispered before addressing Otto in a normal voice, "I don't know… oh Jesus, that's bad."

"I'll be back, but it will be Black Cat," Felicia said running off in the direction of the Bathrooms.

A sudden din from the crowd came as Kurt walked over, grabbed Otto by the arm and dragged him to the stage. "Speech, Speech!!" Peter took out his camera as Jameson looked over to see if he was paying attention.

Otto stood, looking into the faces of his friends as Kurt walked down and stood next to Lilia. "Well, my friends, esteemed colleagues. It's uh, good to be back, I know Kurt has probably given you the entire story by now," He said glancing up into the shadows at the top of one pillar, where he thought he saw something move. The crowd burst into applause and laughed.. He laughed once before continuing, still glancing from the crowd to the top of the pillar. The uncomfortable feeling in his stomach was growing and growing. As he went on in his address, whatever was up in the shadows moved again and Otto was certain that it was Venom. He glanced at Peter and up to the pillar and back to Peter. Peter nodded and slipped away from the crowd.

Otto decided that now would be a good time to end his speech. He broke away from the topic, "I-," he sighed. "I-uh- have to go… This will become a shock to many of you because I've hid it all evening…" He glanced to the floor. "You're probably going to forget Octavius tonight, so I would like to wish you all a very fond farewell… as a friend." Kurt and Lilia's smiles dropped. He looked to the pillar again, Venom was in a pounce. "Goodbye." Otto gritted his teeth and bent over as the tentacles forcefully burst through his jacket with loud rips. The force of the emergence left the evening jacket in shreds so Otto just shook it off and stood up. Screams emitted from the crowd as he stood up and removed his tie and the red shirt, exposing the black shirt and armor. He opened the flap on the left gauntlet and pressed the switch again. The armor unfolded and locked quickly.

Brad Gonima stared at his former colleague, "So this explains it…" He said as his friends dragged him from the building. Venom pounced sending more shrieks from the crowd.

Otto bared the actuators in defensive mode with their spikes bared. "Come on Brock!" He taunted as the beast hurled itself towards him. Venom snarled as he came within injuring distance of Otto. Otto turned to the side in a flash and as Venom came to his side in surprise, Otto moved back to his normal position, ramming him with his elbow and sending him flying. Venom snarled as he flew into the far wall, putting a deep dent where he landed. Debris fell down on top of him as a result from the impact. "You may be fast, Venom...but I've gotten faster myself." Otto said with a smirk.

There was a tremendous BOOOM as a hole appeared in the ceiling to expose a man clad in green armor with a green helmet fashioned into a goblin's head with fangs and glaring yellow eyes. He held in his hand, a brass sphere and let out a wild laugh as Peter as Spiderman and Black Cat swung into the room.

"GOBLIN!!!" Peter shouted above the screams.

"Yes Spidey, it is I, HAHAHAHA!!!" He cackled as he flew into the room on his glider. "Oh, and Otto, If you don't hurry, you could lose another person dear to you!" He said pointing to Lilia as venom ran to a pillar and tried to bring it down on her. Otto saw the pillar start to wobble as she backed against the wall in fright.

"NOOOOOO!!!" He screamed using the actuators to fling him over to her. There was a deep rumble as debris from the roof fell. He shielded her body with his own.

"Otto," she whispered. He smiled before he was bombarded with blows, the armor blocking most of the shocks from the impact of each stone. He would wince as a large piece fell on top of him. Finally all debris was finished falling and Otto found that he was knee deep in rubble. "Come on," He said picking her up in his arms. There were still a number of people running about in fright. "Spidey! Cat! Help me get these people out!" Otto said as he grabbed a person in each tentacle as The Green Goblin threw the sphere into the midst of the bedlam. The ball exploded, setting the room aflame. Otto crashed through one window and landed nimbly on the street. He placed Lilia and the people that he randomly snagged, finding out that they were Kurt, Brad and a few of his friends.

"Listen you guys, Get her out of here!" He said referring to Lilia.

"Otto-" Lilia started as they looked into each others eyes. She realized the look in his eyes. It was one that clearly said 'I-know-what-I-have-to-do.' She nodded and followed Kurt and Brad away from the burning building.

Peter and Cat landed on the ground a few seconds later with the remaining people. They dropped them off before Peter hollered, "Come On!!" They all leapt back up to the floor to find venom squatting on a rafter and Goblin hovering on his glider a few feet off of the scorched ground.

"Oh, look my pet; they've come to play… Quite a motley looking crew huh? A spider, a cat and an Octopus…Here kitty, kitty, kitty," Goblin taunted.

"Piss off!" Cat snarled.

"Harry don't you don't want to do this!" Peter shouted.

"Osborn? You Asshole!!!" Otto shouted surprised.

Venom snarled and threw himself at Otto. Their momentum crashed them through a burning wall. Harry swooped low, smashing Cat in the head with his glider. She fell unconscious onto a piece of floor that wasn't scorched. "Cat!!" Peter yelled. "Alright Harry, we finish this now…"

"Indeed we do!" Harry shouted taking out another brass sphere from his belt.

* * *

Otto crashed through a burning wall and landed painfully against a wall that still hadn't found the wrath of the creeping flames. He sat there for a minute as the tentacles kept their pincers open and forward at the second joint in the focused mode. His left arm was burned just above his elbow, in the area of his bicep and tricep. He groaned dazed. The actuators hissed as they desperately tried to find the lurking monster. The flames flickered around them.

Out of nowhere, a black, clawed hand seized him by the throat. A gruesome face lowered to his and the black receded, exposing Eddie Brock's face.

"You…" Otto said as Eddie's grip tightened.

"And here, in history books it shall read, thus perished Doctor Octopus," He said, the black changing his face back to Venom's.

**Otto, do something**

**What are we gonna do?**

**Think **

…**Come on**

Otto glanced to the wall. _"The wires… electricity!"_ he thought to the actuators and recalling that night on the pier where he fried his brain for the second time.

**Ahhh, a solution,** they all said at once. Otto drove the two upper tentacles into the wall, praying that he didn't strike a bare wire. The pincers clasped around a clump of wires each. As Venom raised his taloned hand to deliver the final blow, Otto ripped the actuators through the wall and connected the wires to Venom's head.

Every muscle in Venom's body began to twitch painfully. His grip dropped from Otto's neck. Otto gasped and panted heavily as he watched the symbiote fall away from Brock bit by bit. Venom screamed and flew back into a pile of burning rubble. Otto stood up with the aid of his actuators and ran back to the room where Harry had Peter around the neck and began to laugh hysterically. "Now Spiderman, prepare to feel true pain!" His laugh was cut short as Otto smacked him away with one tentacle.

"You wanna know what pain is? Then you just try to have metal fused _your_ spine," Otto snarled walking over to Peter and helping him up. He found his redshirt undamaged lying where he dropped it about fifteen minutes ago and picked it up. He then remembered Cat. "Cat," Otto said kneeling beside her and tapping her gently on her shoulder. She stirred. "Good you're all right-" His caring words were cut short by the sounds of wailing sirens.

"Uh-oh," She said.

Otto looked around at the damage. "Hoo, boy," he sighed looking at the fact that half of the building had been destroyed due to the evil duo's intervention.

"We'd better get outta here guys, somehow I just know that we are gonna get blamed for this," Peter said looking through a hole in the wall at the street below.

They nodded at his remark, then, leaping from the window, separated. Cat heading deeper into the city, Peter and Otto heading to central park.


	9. Chapter 9: It can be done

Author's Note: Well, well, Chapter 9, WOO!! Here we go! I must apologize for this chapter, there will be no breaks to tell where the story switches from on character to the next like in my other chapters, some kind of stupid error!! oh well, I hope you can follow it.

**Chapter 9: "It can be done"**

The next morning, Otto walked into the kitchen and found Aunt May cooking breakfast. She turned and gave him a sweet smile.

"Oh, good morning, everything go alright last night?" She asked turning her attention back to the eggs that were cooking on the stovetop.

Otto yawned and smiled at her, "Yeah, it was…okay," he said uneasily as he tried to pull down the sleeve of his shirt down over his arm to conceal his shiny, red burn. He opened the refrigerator and took out a small tube of Neosporin, then disappeared down the hall to his room. He sat down on the bed and began applying the Neosporin painfully to his arm. A knock on the door startled him. The door opened to reveal Peter. He had a large black eye and a burn across his cheekbone.

Peter winced at seeing the raw flesh on Otto's arm. "Jeez, you okay? You look like crap," he said pointing out Otto's tired look.

"Well, mighty one… you don't necessarily look like a basket of fruit yourself," Otto said tossing the tube to him.

Peter put some on his cheek as MJ came in and hugged Peter. "Breakfast is almost ready if you guys want to come eat." Otto followed Peter out of the room and shut the door.

"Hey, aren't you gonna wrap that?" Peter implied about Otto's arm.

"No, it heals better if I let it get some air. After all, I am a doctor, I know what I'm doing," Otto said picking up a copy of today's paper from the couch. In large bold letters across the headlines, it read: SPIDERMAN, OCK, GREEN GOBLIN, AND VENOM DESTROY PLANETARIUM!!

"Damn that ass Jameson," Otto cursed under his breath as he sat down.

As Otto unfolded the paper, Aunt May saw the headlines then saw Peter's black eye.

"Peter, where did you get that?" She asked turning Peter's face to hers, "I heard that the building exploded."

"Well, I was his by some debris, hence the black eye and I was hit in the cheek by a burning piece of wood," Peter said in an unsuccessful attempt at calming Aunt May down. She looked at the burn on Otto's arm. Otto drew the paper closer to his face to conceal his guilty look. "It's a good thing Spiderman was there or all of those people would have died…Otto? What exactly were you doing, because the paper also said that you were there…" Her voice trailed off as she turned her gaze back to his burned arm.

"Well… I decided that the best way to redeem myself would probably be to help Spiderman," Otto said lowering the paper and taking a bite of breakfast.

MJ looked to Peter then to Otto and back at Peter. She looked into Peter's soft, brown eyes, tears welling in her own. With Peter being Spiderman, she thought that he was invincible and unable to be defeated. At least until Otto came along. Both men, she respected for their talents, but never thought that they could be injured.

"MJ its okay," Peter whispered softly in her ear.

Otto looked past the paper at the two young lovers. MJ was frightened, but at least she had someone who loved her. As Otto turned his attention to an article in the paper, a knot appeared in his throat. He swallowed and sighed, closing his eyes to rid himself of the accumulating tears. Aunt May watched him out of the corner of her eye, "Is something wrong?" She asked.

Otto had a hurt look on his face as he swallowed again, "I uh… I'm not that hungry…I'm, I've got things I… need to do," He said disappearing from the room and down the stairs.

Aunt May stared at the stairwell then back to breakfast. She glanced to Peter whose brow was furrowed in thought.

"That poor man," She sighed. She remembered how she used to be that way with Uncle Ben.

"Aunt May-" Peter started.

"I know what you're going to ask, Peter, and yes, I still do miss Uncle Ben very badly, more than you think I do." Aunt May spoke in a low, soothing voice.

Peter stared at his Aunt before she continued.

"You must understand something Peter… wounds inflicted to passionate emotions are extremely painful for a long time, and when they heal, they leave very deep scars. I was the same way with your Uncle for a time. Otto is suffering from Nostalgia…A longing for his loved one, a loved one he knows he can never see…But, absence makes the heart grow fonder, you know. I hate to see anyone suffer, so hopefully, he will move on like I did," Aunt May finished looking back on fond memories with her late husband.

"Right," Peter said hugging MJ close.

Otto flew outside in the cold air for a time, sling shooting himself forward every couple of minutes. He had been in his workroom for a while pouring over old notes and printouts. He had come across something that looked quite interesting

They had been notes about the actuators saying each one's functions and abilities then it showed the tentacle attributes. One particular passage caught his attention, it read: "The tentacles have amazing flexibility properties. Speed, at which they travel, is near 90 feet per second. Proportion in the ability to stretch is dependant solely on the conductor's telepathic will. Farthest distance stretchable: "Undetermined!!"

This had truly sparked Otto's interest. So far as he traveled through the city, he found the tentacles stretched way over 200 feet. They launched him into the air one more time, and, in a bold attempt, he tried to latch it onto a building more than five hundred feet above his current position. He watched as the actuators shot high into the air before he felt the effects of g-force. The tentacles didn't make it to the building and he was falling straight towards a rooftop beneath him.

"Come on, Come ON!!!" He shouted to the actuators as they struggled to get a hold of something. The ground flew up too quickly. He landed on the ventilation pipes on top of the roof and bounced off from the force of the impact. He flew over the edge of the building, crashed through a few lofts of an old, rusty fire-escape and slammed into the walls of the alleyway back and forth as he plummeted to the ground. He landed with a WHUMP

"Ungh," He groaned laying his head down on the concrete.

**Ack, what happened?**

**Oof, ow that hurt!**

**WTF? What was that?**

**Why did that happen?**

The actuators jabbered in his head as he tried to sit up. He was surprised to find that he had full range of movement, despite the fact that if he had been a normal person, that would have snapped his spine in several places. Luckily, he owed his life to the metal casing over it. Otto reached back and felt the metal that ran down the length of his back gingerly. "Well, I guess that's one good thing about being abnormal," He said with a pained laugh.

**Ughhh**

**Hoof, that was some ride**

**Ouch, uh let's not try that again**

**Yes, I'm afraid I must agree with my ditz of a sibling, let's not do that again**

Otto nodded before leaping up to the top of the roof. The tallest skyscraper was right in front of him; the Empire State Building. The two bottom actuators securely grasped the building as Otto braced himself for what he was about to do. He cleared his mind and focused on the tentacles. With a jolt, he threw the upper two forward. The muscles in his back twitched as the tentacles stretched farther and farther.

For what seemed like an eternity, Otto forced the tentacles to go farther and farther. Sweat beaded on his brow and it felt as if his back would be ripped in two. He finally felt the stretching stop and opened his eyes wearily. Each segment on the tentacles themselves was each stretched over two feet away from each other. He let them come back. As they came closer to him again, he regained feeling in his back, but that feeling was soon numbed by weariness. He sat on the rooftop against a large pipe as the actuators drooped tiredly. He had come out here for a reason, but that reason had left his memory the way sand slips through fingers.

One actuator reminded him and he was standing in a split second. How could he have forgotten?

Eddie lay on a couch in Harry's large penthouse. He had bandages around his arms and torso and he had acquired multiple burns from that flaming rubble pile. He held an ice pack up to his forehead as he grimaced. The symbiote hissed painfully inside of his mind.

_Ahhh, the pain isss excruciating, how could he have defeated usss? _It grumbled angrily.

Eddie wasn't listening, he was fiercely thinking about when and where he would pay Otto back, "Eight-legged Freak!" He whispered harshly.

"I'd suggest that you calm yourself," a voice said behind him. Harry had appeared and had a small bandage over a place on his forehead. "Otto will not come to us… we'll have to draw him out someway… but how?" He angrily muttered to Eddie, "And obviously, you are in no position to go and fight him again! No going out until you have healed completely… what use is an injured warrior to me?"

Eddie nodded and mumbled, "Okay." He became lost in thought about how to pull him out of his 'hidey-hole.' From as much Eddie knew, he knew that Otto had no weaknesses now that Rosie was dead, originally, _his_ Rosie. He knew that this would happen; she would lose her life to one of his careless mistakes. He had warned her about the exact thing he expected Otto would do, and still, she turned him away. This posed as a problem… Otto with no weaknesses would be virtually undefeatable, whatever he did. This dilemma troubled him greatly.

The weeks passed slowly to Peter. Otto consistently holed himself up in his workroom, coming out for a while every day to get some air and break up a few gang wars or robberies with Peter. Christmas and New-years passed and now it was near midway through January.

In the snowy afternoon one day, Peter stood next to Aunt May and MJ in front of Uncle Ben's gravestone. "Dearly beloved husband and Uncle." Is what the stone read. A dark figure in the corner of Peter's eye made him turned his head. "Otto? What could he be doing he- ah, okay," Peter whispered to himself in the realization of why he was here.

Otto stood in front of a gravestone. His trenchcoat billowed around him as a wind picked up. He delicately brushed the snow and accumulating frost off of the marble stone and gazed into it, pain rising in his heart. "In beloved memory of Rosalie Octavius." The engraved words on the stone cut him like a knife to read. He sank to his knees in misery and leaned against it, running his hand down the icy, white marble. The cold pressure of the stone against his face felt unreal. Like the icy chill of death. "I will bring you back… somehow," he whispered. His watery eyes turned to the bunch of dead roses in the flower vase next to her grave. He pulled those out delicately and placed a bunch of fiery red roses in their place. The black, dry roses crinkled in his hand. What they reminded him of was his dearly beloved, lost to him… dead.

Peter watched him. He looked to Uncle Ben's gravestone then back to Otto. Peter now realized exactly how much he and the scientist had in common. It was truly phenomenal. Peter watched as Otto got to his feet.

Lilia's words reverberated against the walls of his mind, "I know with your intellect, you can find a way, it can be done." The words echoed a few times, transfixing Otto. Peter walked up the hill to him and placed a hand on his shoulder. "It can be done," he mumbled. He still stood staring into nothing.

"What?" Peter asked at his random quote. Otto's brain flew faster than a supercomputer flying through equations, schematics, theories and figures until he found what he was looking for. "Yes," He whispered, the familiar smirk of the genius that he used to be returned to his face.

"Sorry Pete, I've got to go," He said running away from Peter. Peter stood scratching his head at his friend's sudden disappearance and strange behavior. "What in _the_ world… is he up to?" He asked himself. His spider-senses were driving him crazy as he walked back down to Aunt May and MJ. "Hey, guys sorry, but I won't be able to come back with you. I just got a call from Mr. Jameson and I need to be at the Bugle in a few minutes so I'll see ya'," He said kissing Aunt May and MJ on the cheek. He ran all the way across the grave yard to the nearest alley way and changed into Spiderman. He swung out of the Alley way and into the Street.

"Honestly, I don't know what's come over that boy. I could have just driven him," Aunt May said to MJ in bewilderment.

"Well, he tells me that He's trying to get more exercise," MJ said trying to make sure that she didn't become suspicious that Spiderman _was_ Peter.

Peter swung to the top of the Empire State Building. He really had gotten a call from Robbie this morning about some high shots of the city. He pulled off his camera from around his neck and began taking pictures to the South, East, and West. He turned north and saw below him, a green-roofed apartment on the left side of central park. He raised the camera and shot a few pictures with loud clicks before swinging to the bugle office.

Peter dived in through the ventilation shaft a few minutes later and into the men's bathroom. "Well, no one's around, I guess I'd better change," he said pulling on his regular clothes and taking off his mask and gloves. He stuffed them into his vest pocket before running into the office up to Robbie's desk. "Here ya' go Robbie," Peter chirped handing the photos to him.

"Awww, these are great pics Pete! Take em' to Jonah, I'll call you whenever I need some high quality work," He gave Peter a great big smile before returning to typing on his computer.

Peter walked up to Betty's desk, "Hey Betty," He said cheerfully.

"Hey, Pete, you're looking better today," She said returning his happy smile.

"Yeah, well, I feel good today," He said.

"Jonah was just yelling for you, you better go in," She said, silently mouthing the words 'Good Luck!'

"Hey JJ," Peter said walking into the editor's office. He handed Jonah the pictures before asking, "You hollered, sir?"

Robbie came in, "Five minutes to deadline Jonah!!"

"All right, all right!!" Jonah hollered to his executive. "Parker, you'd better have some good Spiderman pictures for me or you're fired!"

Peter pulled from his coat pocket, a picture of Spiderman and Ock and handed it to Jonah.

"Ahh, the eight legged freak as well!! I'm probably only gonna tell you this once, Parker, you're good!" Jonah said putting his cigar back in his mouth. "Robbie!! Here's page one, NEW YORK HAS A NEW MENACE!!"

"I keep trying to tell you Jonah, Ock is trying to help Spiderman and Spiderman is NOT a menace!!" Robbie hollered over the commotion.

"And I told you-" Jameson started before handing Peter a check.

"I'm on it, I'm on it!" Robbie retorted.

"Keep up the good work Parker!!" Jameson yelled as Peter left the room. Peter looked at the check. Jameson had given him close to 600 dollars for the lot. "Wow!" Peter exclaimed handing it to Betty.

"Well, Pete, looks like you're all paid up," Betty said handing him 500 dollars. "That covered the advance!" She chucked him on the chin before walking into JJ's office. "See ya' Pete!"

Peter walked back to the bathrooms, changed back to Spiderman and Headed south to Oscorp again.

Close to five minutes later, He peered into the window looking into Harry's apartment. Eddie was sitting on the couch tending a few of his burns. He sensed Peter and whipped around. Peter had already y gone back to central park. "Well, looks like ol' lobster head won't be going any where for a few weeks!" He said happily to himself. It was noticeable, no corpses had been found recently since Eddie had gone into resting. He went back to the Apartment to meet up with Otto, MJ and Aunt May to discuss some things.


	10. Chapter 10: Into the Abyss

Authors note: Yay!! Chapter ten. I hope that all of my lovely reviewers will stick with me to the end.

* * *

**Chapter 10: Into the abyss **

****

****

About three hours after Peter came back, Otto walked out of the library and up the stairs to the main hall. No one was there. "Hello?" He called to the empty room.

There came clattering and a strange smell from the kitchen. He walked in to find Peter frantically darting about. "Peter… what are you doing?" Otto implored leaning against the door frame.

"I'm, uh, trying to cook a gourmet dinner for MJ while she and Aunt May are out shopping," he said tending to a pot of something on the stove.

"So, you're going to burn down half of my kitchen in the process?" Otto said raising an eyebrow.

"No, no," Peter said opening the oven. Otto found it all quite amusing, really.

"Hey!!" He said concealing a laugh and pointing to the oven which was now full of flames.

"AARGH!" Peter yelled grabbing for a fire extinguisher. Otto snickered, "Oh, my god."

"Y'know, those flames were, heh, really big…" Otto broke off into laughter before putting one hand over his mouth and pointing to the oven again which had burst into flames, yet again. Peter sent a spray of water into the oven again before pulling out the pan and looking at the small, crispy-black turkey.

"Ooh," Peter said grimacing.

"Oh, she'll be impressed… Tell her it's Cajun," Otto smiled.

**Can't cook, can he?**

**Heh, Heh, snicker…**

**Awww that was mea- snrf**

**Ugh, no comment-cough-**

"Guys, stop," Otto muttered out of the corner of his mouth.

**But it's funny**

**Yes, 'tis most amusing**

**Pfft**

**Heh, you got to admit… it actually was a funny situation**

Peter looked at Otto. The anorexic look had gone from his face and his eyes were no longer livid..

"You feed her that, and she'll be in bed for a week with ptomaine," Otto retorted.

"Well, gourmand, what are your thoughts?" Peter asked defiantly.

"Take her out?" Otto said shrugging. There came a voice from the living room as MJ appeared holding bags. "Besides, it's a little late now," Otto finished. Peter went out and discussed to Aunt May and MJ about dinner. This would leave Otto to his work since he didn't feel comfortable in public.

"Have a good time, guys," Otto said thirty minutes later.

"Aw, aren't you going to come?" MJ asked sweetly. She wore the black dress that she had worn on the night John proposed to her and her hair was pulled back in a bun.

Otto shook his head, giving her a smile… "I have some things to do."

Otto watched as they disappeared into the city. He went down to the work room and sat in front of the computer.

**So… what exactly is your big plan?**

**Yes, I'm curious as well**

**You must explain to me… you felt sick for so long before, how come you don't anymore?**

**It's not being sick, like physically, three… I think he's found a way to bring the lady back**

"Yes, I have… I think… You see, there is a thin barrier between the mortal world and the spirit realm. If I can break that fabric, I can bring her back," He explained. He began rapidly typing at the keyboard. "It is possible," he said smiling with enlightment.

* * *

Peter, Aunt May and MJ all took their seats at a restaurant called the "Village Delicatessen," in Midtown. The waiter gave them a smile before stating that he would be back to take their orders in a heavy, French accent. Peter picked up the menu as MJ sighed, "I remember when we used to eat here with Harry. Remember Pete? He took us here on your birthday this year."

"Yeah… I remember," Peter sad thinking back on those days where everything was, in some ways, better. Harry held no grudge against Peter or Octavius and he was probably the best friend that he could have asked for. Now, things had changed. Harry had taken up his father's reign and was now bent on wreaking havoc. Driven by the gas and confusion.

"Peter? You look troubled," Aunt May said quietly.

"I am… you remember Harry?" He asked swallowing.

"Yes, Peter of course," She said wondering what bad news Peter had for her this time.

"And I take it you remember the Green Goblin?" He continued.

"Y-Yes, I suppose," Aunt May said.

"Well, Harry's father was the Green goblin-"

"Norman? Norman Osborn? He was such a sweet man," Aunt May said terrified. "Y-You don't mean that Harry had now become?-"

Peter nodded slowly, "Yes," he whispered. The waiter returned and they took their orders. Aunt May put a hand to her head and took a sip of water. "I'm sorry Aunt May," Peter said gently leaning over and putting his arm around her shoulders.

They ate in silence. When they were finished, MJ paid the bill and they left without a word spoken. They all climbed into the old tan car and as Aunt May rested back in her seat, Peter gently placed his hand over hers. Aunt May looked into his eyes, tears welling in her own and smiled. They drove home in silence.

* * *

The next morning, MJ walked down the stairs and down the hall to Otto's lab. He was beneath a partially completed machine. There was a clang inside followed by, "Ow, damn it!"

MJ stifled a laugh with her hand. Otto, lying on his back on top of a skateboard, rolled out from underneath the machine… whatever it was. "Hi," Otto said.

MJ lowered her eyebrows, "You didn't sleep last night did you?" she said in a serious tone.

"Uh…who wants to… no," Otto said with a tired grin. He rolled himself back beneath the thing and began working again.

"I brought you a Gatorade," MJ said holding out a large plastic bottle filled with bright teal-colored liquid. One actuator reached out, took it from her gently and disappeared back from whence it came only to reemerge five seconds later. It opened and looked at MJ curiously. It flexed its pincers as if it were trying to say "Hi!" which, it did. But the voice was heard in Otto's head instead of out loud. "Why hello," She said giving it a smile. It rested itself on her hand as another actuator peeked out from beneath the machine.

**I like her, she's nice…**

**Hey, quit slacking**

**Yes, get back to work**

**Kiss up**

Otto reached out with another actuator and tapped it on the back of the 'head.' They both retreated under his project leaving MJ to go back to her business.

* * *

Eddie, still lying on the couch in Harry's office, looked around.

_Pleassse, I need sssussstanance, _the symbiote said writhing inside of his body.

"Well, no one's around," Eddie said shakily standing up. He flexed his muscles and the symbiote covered his body changing him from Eddie to Venom again. He opened a window quietly and leaped out.

Venom let his tongue fly out of the side of his mouth as he plummeted towards the ground. With a PLIP, he released a line of black web and began swinging fast in the cold, morning air. He landed on a low rooftop overlooking an alley way where a grungy looking punk was pinning a woman with low-riding jeans against the wall.

"This ain't nothin' but chump change lady! No matter, I'll get my pay someway else!" The punk said with a laughing look in his eyes. "That scare ya? Good!" He said looking at her frightened expression. "I like to see fear in my victim's eyes," He said grinning maliciously. But her look went past him and to the gaping maw behind him.

"That'sss good, ssso do we," Venom said going from his upside-down position to grabbing the punk by the neck and pinning him against the wall as the woman looked on in horror. The horror in the man's eyes was clearly distinguishable as Venom lowered his fangs into his victim's neck. The woman let out a petrified squeal as she watched the color, life and everything else being sucked from the man. Venom, when he was through, let the dried corpse fall to the ground in a crumpled heap. "Done! Now rot, you vermin." He turned back to her, "Oh, ssso sssorry, we're being rude… Hi, we're Venom. Now, don't be frightened, we are sending you to a better place than this rat-infesssted hole," Venom said lowering his fangs into her neck. She let out a dying scream as she turned from a living, breathing person, to a dried, crumpled heap on the ground.

Venom leapt away cackling back to Oscorp.

* * *

Peter was busy doing his laundry, careful not to let Aunt May see his Spiderman outfit. Sirens cut through the shrill air and Peter walked casually with a stack of clothes into his room and shut the door. He changed into the slightly damp red and blue tights before climbing up through the ventilation shaft and out into the frigid air. He leapt into the air following the line of police cars, swooping low enough to listen to what was being said on the cop's radios.

"-More victims have been found, repeat, More dried victims have been found… requesting a research vehicle!!!" The cop shouted into his microphone. Peter continued to follow the line all the way to Hell's kitchen and near an alley way that was swarming with cops and S.W.A.T members trying to keep curious people away from the crime scene. "Look, there's Spiderman!!" One excited girl shouted as Spiderman walked up to the Police chief. "What's up?" He asked calmly.

"Two more victims have been found in there," he said pointing into the alleyway where a few research meds were snooping about. One body was lying stretched on the ground. Peter looked at it in horror, careful not to show it behind his mask.

"I don't understand it," One of the meds said to him, if this keeps up, New York just won't be safe for anyone.

"Well, I'll catch the one who's behind this," Peter said sternly.

"I knew we could count on you Spiderman," the med said turning his back.

A silhouette flashed quickly from the rooftop and while the scientist had his back turned. Peter leapt up to the rooftop as Black Cat flipped out of the way.

"Cat!" Peter exclaimed surprised.

"Hey," She said cuffing him on the arm. The still had a cut and a bruise on her forehead where Harry rammed her with his glider.

"I honestly thought that you wouldn't show yourself during the day," Peter said putting his hands on his hips, "Are you okay?"

"What?" She said smiling.

"You know, from the other night?" He said moving his arms to cross his chest.

"Oh, yeah… he just caught me off guard… I'll be ready next time, don't worry," She replied. "So, do you know what's behind all this?" She asked as the both of them looked into the alleyway.

"Yeah, Otto's been doing research… it's called a symbiote. It attached itself to Eddie Brock and calls itself Venom."

"Brock… Brock…" Cat whispered to herself, "Oh yeah! He was that dude who was the 'Sin-Eater'!" She exclaimed excitedly. "Yeah, he was a bit of a nut-job, never mind… that was an understatement," She said laughing.

"So… would you like to discuss this over lunch? Otto's wanted to talk to you for a while," Peter asked shrugging.

"Sure… maybe we can figure out how to stop this thing… Venom, or whatever the hell it was," She said.

"Right."

* * *

Peter changed in his room back into some normal clothes. Cat came out of a spare room with a pair of black jeans, and a white, silk button up. Her hair was still snow-white.

"Ahem," Peter said pointing to her hair.

"Oh, yeah," She said concentrating. When she let up, her hair changed from white, to blonde and the leather circles disappeared from her eyes.

"Wow!" Peter said, it was almost sorcery.

Peter and Felicia walked out to the living room and sat down. MJ came up and saw Felicia. "Felicia!!" She said as the two girls hugged. "I haven't seen you since high school!!"

"MJ!! What have you been doing witchasself?" Felicia said in an attempt to make fun of the slang dialect.

"Are you guys hungry? Lunch is on the counter… I'm just waiting on Otto to come from his workroom," MJ said with a smile still plastered on her face.

As she finished her sentence, Otto walked up the stairs cleaning his face with a towel. He had a clean change of clothes on and his wet brown hair reflected the lights from overhead. "Hey, Cat!" He said.

They all sat at the dining room table as Peter, Otto, and Felicia began discussing the events of thirty minutes prior. The discussion left the friends deep in thoughts. The Discussion was abruptly ended when Felicia's watch began beeping. "Ayah!! Mother's gonna kill me!" She exclaimed and ran to the stairwell. She turned and bowed. "I'm sorry for being so rude, but I have to go," She said disappearing down the stairs. Peter and Otto looked at one another and forcing a suppressed laugh.

* * *

A few weeks later, Otto had completed his machine. The tall walls of his lab seemed bigger. Peter stood next to him. "Peter?" He muttered.

Peter looked to his friend.

"If anything happens, I don't want you to be in here… I couldn't stand to think of failing _and_ losing a friend," He said swallowing. Peter back against the wall as Otto stood on the pedestal and facing what looked like a gateway. He took a few deep breaths as his hand drifted towards the keyboard. "Well," He said to his arms. "Into the abyss."

Peter braced himself against the wall as Otto moved the black-tinted goggles down from the top of his head, down to his eyes and took a deep breath, "Into the abyss," he repeated quieter.


	11. Chapter 11: Resurrection

Authors Note: I don't want to sound like I'm getting mad at people, but I'll let everyone know that I have only read three or four Spiderman comics in my life and those were Ultimate Spiderman #1, Venom: Lethal Protector #1 and one other. So the thing about the 'Sin-Eater' was the only thing I actually knew about. Anything else that has anything to do with the comics is a complete coincidence. For Example: I had no Idea that Otto lived with Aunt May for a time, until someone told me in their review.

Apology: I'm sorry to all of my readers. Sigh. Honestly I haven't read very many of the comics. I'm sorry for my ranting. On to chapter 11…

* * *

**Chapter 11: R****esurrection**

As Otto braced himself for what he was going to attempt, Peter stopped him.

"Otto, wait… what exactly is going to happen? And… how does this thing work?" Peter asked suspiciously. Otto removed his goggles and turned to face the young man.

"Well…let's see… how to explain…" Otto mumbled to himself. He slapped himself on the forehead at the sudden realization that he hadn't written down any notes at all. What had apparently fueled him on was the will of a desperate, determined heart and a fatigued mind. "There's basically a kind of alchemy that happens in the reaction that will power this," he said motioning to his creation, "the reaction occurs between a number of various elements and…" He paused before continuing, "Blood."

Peter looked at him quizzically. "Why-Why blood?" he asked. Peter couldn't understand it. Why had that one word been so repulsive to say?

"There's a certain chemical compound in one of the proteins of blood that was vital for me to create a stable buffer that would allow me to enter the spirit realm," Otto said staring at Peter.

"Whose-" Peter started.

"Mine," Otto said showing him his hand. There was a fresh scar across the palm of his left hand. He had taken off the gauntlets and armor in case it caused any magnetism or anything else. "Peter… you may want to get out…If anything happened to you… I wouldn't forgive myself," He said slowly and turning back to face his creation.

Peter stood rooted to the spot.

Otto's fingers began flying across the keypads. One actuator reached up and replaced his goggles back over his eyes. There was a start up of turbines and machinery. A bright flash caused Peter to raise his arm over his eyes a moment. A small white light began growing in the center of the machine. The light, while still growing brighter, also began slowly turning blood-red. Otto swallowed and took a deep breath. Suddenly, there was another flare of light, brighter than the last.

Peter shielded his eyes. When the flare died down, the light was replaced with some sort of stuff that closely resembled liquid mercury, only it had a brighter chrome color to it. Peter backed towards the door as Otto braced the two bottom actuators into the solid concrete ground and slowly, gently moved the upper two tentacles through the shining mass.

On the other side, the pincers latched onto something solid.

Peter's eyes widened as Otto shuddered for a moment then stopped as frost formed on him as his spirit left his body. The temperature in the room dropped a full twenty degrees as Peter opened the door and slipped out, locking it securely. A thin layer of ice began forming on the door. Peter backed away, praying that nothing would go wrong.

* * *

**Did it work?**

**Where are we?**

**Did we do it?**

**I… think we did… this doesn't look like the lab**

Otto opened his eyes and nearly fell over in surprise. The land around him was smothered in thick, freezing, gray mist. A light behind him gave off comforting warmth. Life. He could see only a few feet in front of him, but from what he could tell, he'd done it… his spirit had crossed the bridge between life and death. As long as his gate stayed open, he would be fine, but that blood protein wouldn't last forever and he knew it. But any way, he had succeeded half way.

He felt grass beneath his feet. He walked a few feet to the side and came upon an edge. Looking over, it appeared to go on forever. He took a deep breath, noting how still and thick the air was. He nudged a rock with his foot, watching as it fell over the edge. He waited for a few minutes, his sensitive hearing would surely pick up any echoes of the rock striking the bottom, however, none came.

The tentacles writhed nervously, making the muscles in his back twitch. One tentacle looked up and hissed defensively. Otto turned his head quickly to see a dim white light disappear farther into the fog. He looked to the barrier between life and this new world that he had entered before rushing off to that light. What was left of his sanity bagged him not to go and implored him to return. But that voice was now only a faint whisper in the back of his mind.

He followed where his instincts (and tentacles) led him for what felt like hours. The thick, cold air bit at his face. Otto noticed that the farther he went, the colder it became.

The mist seemed endless. He kept following the dim light. Every so often, out of the corner of his eye, he would catch glimpses of more dim lights. He increased his pace as the light in front of him copied his actions.

Otto raised an eyebrow. The light's behavior was puzzling indeed. It seemed to be leading him somewhere… he only hoped that it was good.

"Where in the hell? He whispered to himself, "Is this thing taking me?"

Otto eventually came to a winding path that became extremely narrow and stopped. It was about one person wide. The mists weren't as thick as everywhere else here. He could see that there were many dips, sudden turns and drops and rocky ledges all over the place. Boulders and large rocks speckled the terrain in front of him.

The light hovered in front of him about four feet off of the ground. Otto stared into it before slightly crouching and pouncing at it. It darted from beneath him and Otto fell flat on his face. It darted down the narrow path a ways before stopping and hovering again.

Otto growled and stood up, taking off at leaning run, following this mysterious sprite. The spirit sped up but so did Otto. He followed it at a steady pace, out of the corner of his eye, more lights flickered in the mists.

**We're gaining**

**(Made a hissing cat noise)**

**Hmmm, pretty light**

**Pounce on it now!**

Otto pounced at it.

"_I've got it,"_ He hissed between his teeth. "Wha?" He said as the light once again darted out from beneath him. Because of his momentum and his rate of velocity, he went tumbling across the grass, panicking that he might go off of the edge into the abyss below. But he didn't. He rolled to a sitting position in the center of a large circular area. "Huh," He said as he got up. "That was bothpainful _and_ embarrassing," He said to his actuators.

The light that he had literally busted his ass to follow hovered right in front of him.

The actuators hissed and bared themselves and Otto adopted a defensive position. "All right…" He said panting, "I followed you all the way here… What do you want?" he growled.

The light grew in intensity and dimmed to reveal an old man in blue jeans and an old plaid button-up. He smiled at Otto.

They stood there, staring at each other.

Otto furrowed his eyebrows. Where had he seen this man before? Then it hit him. May kept a picture of him in the living room.

"Ben?" He asked hoarsely, "Ben Parker?"

The old man smiled again. "Yes," He said.

"Then that means you're-"

"Peter's uncle? Yes," Ben said still smiling at the eight-limbed man in front of him.

"What's going on? Am I hallucinating again?" Otto asked, concern mounting in his voice with each passing moment.

"No… though I must admit, you defied every law that has ever been stated in coming here… I'm quite impressed."

Otto shook his head, bringing himself back to his original mission. "U-Uh, I can bring you back… I have that ability for now, he said glancing back to the direction from where he came. He still didn't know that if the portal had sealed itself.

Ben held up a hand, "No… you could...but my part in this tale is over."

Otto raised an eyebrow in confusion.

"Fate… it's a fickle thing, you know… My time is over. I was only supposed to teach Peter about his gift. That lesson was that with great power, comes great responsibility." Ben smiled before continuing, "His gift was one with witch he could use for the betterment of mankind," He finished, a grin spreading across his face.

"I told him that," Otto said returning the smile.

"You see Otto, you have also been given a gift," He said to Otto as he looked at his actuators, "And it also comes with responsibility."

Otto nodded.

"For you see, everyone has a place and a time that they need to make a difference. That's just part of fate. Fate determines what time you need to do for your part." He came closer and looked at Otto square in the eye. "And I believe that your part in this tale is only beginning."

"Um… I-uh-"

"I know what you've come here for… Her time is not over yet either. That is why you can bring her back," Ben said.

Another light appeared in between them and settled itself in Otto's arms. The dim light faded away to reveal the ghostly form of Rosie. She was still dressed in the same dress that she had worn for the presentationover half a year ago. Her spirit still lay in a trance as if she had been recently killed, but the sight of her brought tears to Otto's eyes.

"I-I can't believe it," He said sinking to his knees.

"You know what you have to do… right?" Ben asked.

Otto looked up to him.

"Help Peter… A time is coming that will test both of your abilities and inner strengths," his face grew stern. "You need to be ready for this."

He nodded. A shudder in the air brought Otto to his feet.

"The protein… it's faded…" He said worried. If he didn't get out of here now, he would be stuck in death, forever.

"I think you'd better go," Ben said. "Good luck."

He disappeared, taking the fog with him.

"Whoa…" Otto said looking around him. The now clear air enabled him to see as far as he wished. Far off in the direction of whence he came, there was a tiny pinprick of light. Another shudder sent him at a full sprint, still carrying Rosie's spirit.

"There's no way I could have traveled this far in that short amount of time," He hissed to his actuators.

**Believe it**

**We need to get out of here**

**Go Faster**

**We can help, you know…**

The fourth one was right. How could he have forgotten? With a great push, he launched himself into the air at an angle. He watched the ground fly beneath him. When he landed, he was off at a sprint. The portal was becoming more and more visible the faster he went and he was making good time as it was. Another shudder shook the air. The foreboding sky above him cast an eerie glow over everything.

With that last shudder, the portal, ever so slowly, began to shrink.

"No…No…Nonono," He yelled using the tentacles to gain speed.

**Uh, oh**

**Its closing fast**

**We need to get out of here NOW!!**

**This is bad**

Even though he was sprinting as fast as he could, he put a burst of energy into it and sped up.

He could now clearly feel the warmth of life as the closing gateway loomed closer and closer.

"NOW!!!" He yelled. The actuators pushed him as he threw himself towards the closing gap as he shut his eyes. He felt a blast of heat as his spirit reemerged from death and slammed itself back into his body as the Portal shut.

The force of his reentry, even though the bottom actuators were securely braced, caused him to fly backwards and slam into the wall.

Cracks began to appear in the machine, then with a screech, partially imploded, and then expelled itself outward, debris flying in all directions.

Otto crashed into the concrete wall. The metal tentacles causing a huge hole to be put into it. He slumped to the floor in a crumpled heap.

Shards of Ice and metal as well as masonry cluttered the floor. The beautiful figure in the center of it stirred. She wearily opened her green, Almond-shaped eyes and looked around. The cracks in the masonry, shards of melting ice all over the place, metal strewn about on the floor. She sat up and shook her head, looking around her.

"How?" She wondered. Automatically, her hand flew up to her temple, feeling for the glass shards that had claimed her life. They weren't there. "Wha-What… happened?" She whispered to herself as her gaze traveled to the slumped figure on the floor.

She gasped, "Otto?"

No answer. It looked like him, but… she really couldn't tell in the dim light.

It didn't matter though… Otto had brought her back.


	12. Chapter 12: Heartbeat

Author's Note: Most extreme apologies for the, er… 'Extreme Corniness' and "stupidness" of that last chapter, but it was necessary (I wanna cry because it sucked but, reminder, it was necessary). And I promise to you, or I give up my spare time writing hobby (shudder, twitch)… it shall only get better from here, sorry, please guys, stick with me!

Anyway, on with chapter 12… Oh… one more thing, the tentacles talk from upper right to (1) upper left, (2) down to (3) lower left, then to (4) lower right.

Like I said before… The 'Sin eater' and everything in those couple of comics I mentioned earlier are the only things I know about.

* * *

**Chapter 12: Heartbeat**

****

****

Otto couldn't move. The splitting pain in his head gnawed at him every time he tried. How hard had he hit his head on the wall? Mentally, he tried to wake the presences of his actuators… no answer. Inside of his mind, there was nothing but silence, and it was eerie and slightly disturbing.

_Huh? One, Two…Four? _He called them by number inside his head hoping that, even if the others didn't wake up, the third one would chirp up in its usual fashion. No answer. Otto tried to open his eyes, but all he could see, even through the goggles, was blurry darkness.

Ever so slowly, his senses returned one by one. His sight was still extremely blurry and he was suddenly struck with a feeling of despair. He was still cold and wet from the melted ice.

"No…" He groaned, "I failed… I failed." His voice dropped to a low murmur, "I didn't get through."

"Yes you did," Rosie whispered back. She moved his goggles up to the top of his head and smiled.

His sight slowly moved into focus. He saw her in front of him, but… was it true or was he just hallucinating? He shook his head in despair. If he was still trapped in death, he couldn't help Peter. "Peter… no," he groaned.

Rosie couldn't believe it was really him. His face was so thin. That _and_ he had four metal tentacles sprouting from his back. What had happened in the past few months? "It's okay…you're alive," she said running her hand down his cold face, "And… so am I," she said in astonishment.

Otto looked into her face. His vision swam with tears. All of the loneliness and angst had finally surfaced and he was not about to hold it back, Plus, he really didn't have that ability. Perhaps… maybe, he had succeeded, but before he could say anything, their lips met in a passionate kiss.

After a few seconds they both drew away.

"It _is_ you," Otto said, tears streaming down his face.

Rosie leaned up against him and rested her head on his chest as he held her close. She chuckled to herself as she heard the steady rhythm within.

"What?" Otto asked quietly.

"Your heartbeat," She said looking up to his face.

"What about it?" Otto asked raising his eyebrow.

"It's the one I remember. It means you are still the same boy inside that I met on the college steps."

Otto smiled lovingly at his wife as tears continued to stream down his face.

By now, the actuators had all woken up and were staring at Rosie.

**Is this?**

**Yeah... it must be**

**The lady?**

**Rosie...**

"…If only you could see what I did…I'm no human. I'm a monster…" Otto said hanging his head miserably.

"No. That's what _they_ think. You are still human, whether you want to believe it or not," she said defiantly.

Otto just smiled and held her close.

* * *

Peter swung on a webline high above the Manhattan streets. A feeling inside of him nagged for him to relax about Otto, but he was still concerned. He remembered the last time something went wrong. Peter shuddered at that thought.

"No, Stop!" a cry cut through the air. Peter landed on the street and faced a group of thugs who were pounding on a man.

"Well, well, what do we have here?" He taunted mockingly.

"Waste the hero first... then we can take care of this wimp!" One of the thugs yelled.

Three or four mean-looking men charged towards Spiderman brandishing knives. Peter merely yawned and patted his mouth. "Come on," He said defiantly.

One man, faster than the rest and clearly more stupid, charged straight for Peter, and raised his knife. As the man swung down, Peter leaned to the side. As he came back to his original position, he brought his fist with him and back-handed the crook, knocking him back at least five feet.

The other thugs came at him from different directions. Peter bent backwards, and, in one quick motion, leapt a foot in the air and executed a brutal, clearing kick. Applause erupted from the crowd of people that had gathered.

"Go Get 'em Spidey!" One girl screamed.

The thug that he had knocked backwards had gotten to his feet and pulled out a gun. Blood flowed freely from his nose and mouth which had a couple of missing teeth. Peter's spider senses nagged at him. The guy raised the gun and fired right as Peter shot a web ball a split-second too late. The bullet sliced through the skin on his upper left arm, shredding the costume there as well. The web ball knocked the gun out of his hand with a considerable amount of force.

The four of them rushed at Peter again as he leapt into the air and stuck to the corner of a nearby building. "_Ow! Damn!"_ he hissed. The wound had begun to bleed quite heavily now. He put his hand over it in hopes to stop the flow a bit. Peter could feel his quickened pulse. He needed to be more careful.

Something caught his eye. It was a large fork-thingy on the sign of the building he was on. "Thank god," Peter chuckled to himself. He grabbed a hold of the prongs and yanked it up. The thugs by now were huddled in a group discussing amongst themselves on how they were going to, if possible, defeat him. Peter hopped to the building across the street and wound up. "Hey Guys! Fork You!!" He shouted, flinging the fork like a spear. It slammed into the wall, pinning three of them by their necks in its prongs. The last one began running away.

Peter laughed as he shot out a webline, reeled him in and began tying him up with more web. "You get it? 'Fork' You? HA! That's a good one, you were supposed to laugh. It is a joke after all," Peter said mockingly as he leaped up to the nearest light pole and securely tied the one man to it so he dangled freely. The cheers from the crowd became tumultuous. The men stuck in the fork struggled to get free in vain.

"Hey, thanks for saving me," The man gratefully said.

"You got it!" Peter said turning back to the defeated crooks. "Have fun guys!" Spiderman said as he leapt up and began swinging away. "Oh man, I really need to clean this up," He said to the gash on his arm. Blood now soaked the area around the torn part of the costume.

* * *

Peter went back to the apartment and stood on the balcony of one of the half-moon widows. Looking in to make sure no one was around; he opened it and slid through.

"Where have you been?" Otto said coming up from the stairs.

"Oh my god, you didn't die! Oh-uh, I mean, I-uh, was out… doing my thing, I guess." Peter said a grin spreading across his face. He was so relieved that Otto was still here. But… did he succeed?

"You better go get changed before May comes b- what the hell happened to your arm?" Otto said, his wry smile changing to a serious scowl.

"Nothin'," Peter mumbled.

After a few minutes, Peter came out of his room in some normal clothes. He had rolled up the sleeve of his shirt and had cleaned off most of the blood.

Otto pointed at his bed, "Sit," He said gruffly. He turned to a woman to his left. "Could you get me some-?"

"Yes," she said.

Otto came in and pulled up a chair as Rosie appeared with a small pouch of Epsom salt.

"Oh hi Rosie, What?-uh R-Rosie!" Peter said startled. A smile spread itself across her face as she handed Otto the bag.

"Yep, 'tis me," She said with a smile as she walked out of the room. Otto smiled as he reached into a black bag at his feet and took out a piece of gauze.

"How did you-?" Peter asked dumbfounded as Otto cleaned off the gash.

He shrugged, "I'll explain later," he said as he shook some of the contents of the small bag onto the cut.

"Ahhhow," Peter hissed.

"Well, what did you do?" Otto asked.

"I got shot," He answered painfully.

"And you're supposed to be 'Spiderman'," Otto said in a low voice. He wiped off the excess salt, placed a thick gauze strip over the cut and began wrapping it in a clean bandage. He put a piece of medical tape on it and stood up. "Now, as long as you don't pick at it, you'll heal quickly." Otto crossed his arms.

"Feels better already," Peter said flexing it.

"Yeah, well, don't get used to it… you'll be as sore as all get out tomorrow morning," Otto said.

* * *

"I'm tired of waiting!" Harry shouted to no one in particular. His desk, usually cluttered with stuff about Spiderman, was now littered with articles about his and Venom's attacks. Harry pounded his fist on one particular article from the planetarium incident. "Eddie!!" He bellowed.

"Ya' don't need to shout!" Eddie answered back lifting his head off of the couch.

"Be ready," Harry spoke stiffly.

"For what?"

"Just prepare yourself… 'cause when I say, we are leaving… whether you're ready or not," Harry said pointing at Eddie.

"Ohhhkay…" Eddie said as Harry left the room. "What's the matter with that guy? He's gettin' goofier every day," Eddie mumbled to himself. He rested his head back on the couch and began dozing off again mumbling something about 'Harry is a nutcase.'

* * *

The next morning, Rosie stood looking out of one of the half-moon windows. She watched as the red, morning sun rose slowly over the park. The gradually growing light cast streaks of pink, gold and violet across the gray dawn. As she sighed, she didn't notice the presence behind her.

Otto quietly came up behind her and wrapped his arms gently around her. She let out a very small gasp of surprise before laughing. "Do you always have a habit of sneaking up on women and taking hold of them?" She asked, her voice filled with candor.

"Maybe, my love," Otto said smiling. Rosie leaned her head back against him and looked up into his face. "Peter must be so stressed, what with him being Spiderman and all."

"Wait… how did-?" Otto started.

"Well, it wasn't _that_ hard to figure out. He had the same physique as Spiderman, he was always tired, you could clearly see it in his eyes... And you dismissed him as lazy," She answered.

"Well I did have enough to think about at that time," Otto said embarrassed

"I called Kurt yesterday," She said changing the subject, still looking into his eyes.

"Really, what for?" Otto asked softly. He was so happy now. Even the fact that he had four metal actuators welded onto him didn't faze him a bit.

"Oh, just to say hi and to see if they replaced me at the university."

Otto had completely forgotten that before the couple had started their work on the fusion reactor, Rosie worked as a professor of literature at the university.

"It took me forever to talk to him though… he kept pausing and asking me, 'Is that really you?'" She said imitating Kurt's voice. Otto laughed. "He _finally_ said that I can start next week."

"Oh that's good, I can visit you," Otto said lovingly. Rosie turned and tried to slap him playfully on the arm. He dodged and as she tried again, he moved in and kissed her. Rosie closed her eyes as she slowly put her arms around his muscular neck. They both reluctantly drew away as Peter walked into the room.

He rubbed his eyes and looked. Rosie was still there in Otto's arms. He had done it.

"Well, I'd better get going," Peter said as he yawned.

"Please be careful, Peter. Even though you are Spiderman, you are still prone to injury," Rosie said crossing her arms. "I don't think we need a repeat of yesterday, do we?"

"Wait a minute…" Peter started in shock, "You knew this whole time that I was Spiderman?"

"Yes, of course… but to explain… well, that would pretty much take up the entire day." Rosie said with a smile.

"In that case," Peter said popping back to his room for a moment then reemerging fully decked out in his costume. "I need to get going," he continued, nodding towards the window where, out on the balcony, Cat sat waiting.

Otto had replaced the armor to its original spot earlier that morning and, as police cars rushed by outside, he activated it. The armor had finally finished unfolding and locking, changing the black gauntlets to gold-colored. A belt of the same color hung loosely around his waist. The gold metal dimly reflected the morning sunlight proudly. Rosie stepped back to admire her husband. "I'm sorry to run off like this, love, but-" He started.

"It's okay, I understand," She said still smiling.

"Oy!" Peter called, tossing Otto his staff, still in its sheath.

They both ran to the window as Otto slipped the strap over his head. Peter and Cat leapt out into the air. Before Otto could, Rosie gently touched his arm. He turned to see her handing him his goggles. Otto placed them down over his eyes then moved them up to the top of his head in a stylish manner. He looked back at her one last time before she nudged him with her hand.

"Ah, go on, you silly ass," She whispered quickly.

Otto leapt from the window sill following after Cat and Peter.


	13. Chapter 13: Resentment

Author's Note: Maybe I came down a little too hard on my self in that last chapter. But anyway, Thanks to all my lovely reviewers. This chapter is dedicated to you guys. 50 REVIEWS!!! I didn't think that I would get that many . Hey Agent Silver, Don't worry, this story will end when I run out of ideas. (And I've got more than I can count). This is actually, more of an Otto story than a normal Spidey story so…Happy New years everybody!

* * *

**Chapter 13: Resentment**

A week later, Otto stood staring out the window at the trees in the park. A week had gone by and Rosie was still there. He just couldn't believe it.

"See ya' Otto!" Peter called as he ran down the flight of steps.

"Where're you goin'?" Otto called after him.

Peter stopped and turned, "To class… and, I'm driving Rosie."

Otto looked at him in a puzzled way before remembering that she had her old job as the professor of literature.

Rosie came out from the bedroom wearing white jeans and a flowered blouse, over which was a faded, bluish-white acid-wash jean jacket that was a size too big for her. She had rolled up the sleeves a few times up to her elbows and out of the six buttons that were on the front, she had the center two buttoned.

"I see you found my old jacket," Otto sighed as Rosie walked over to him and put her arms around his neck. "And I see you can't button anything right," he continued.

"Well, you don't wear it anymore," she smiled, "And no one's perfect… especially you," she said trying to imitate his infamous scowl that he was so good at, only to break out in laughter.

"Well, I have _one_ thing to say to _you_-" He started as Rosie leaned in and kissed him, keeping him from saying anything else. It's extremely hard to be truly in love with someone unless you can tease each other… something that Otto and Rosie do quite often.

Their passionate embrace was broken when the doorbell rang. MJ came out of the living room and opened the door, "Oh, hello Dr. Connors," she said sweetly.

"MJ, good to see you again," He replied as MJ invited him in.

As Kurt came up to the top of the steps, his smile turned into a broad grin, "You _are_ alive!!" He exclaimed.

Rosie put her hands on her hips and put on an expression of mock shock, "Well, Thanks for the 'Hello.'" Otto gave a suppressed laugh behind his wife.

After a few minutes, they all walked down the steps into the red ochre corridor. "I might drop by for a little bit this afternoon," Otto said to Rosie as she opened the door. Peter stood at the top of the steps holding MJ close and whispering something into her ear. Whatever it was, it made her laugh and she quickly kissed him and nudged him down the stairs.

"Now, I don't want to see you two making out in the teacher's lounge later," He said with a growing smirk.

Both Otto and Rosie burst into laughter. "Kurt, leave," Otto said, his voice cracking with mirth as he pointed at the door. Kurt had always been a bit of a 'class-clown' and he was always ready to make a humorous remark about something.

* * *

Otto watched as Peter drove them off to Morningside in his uncle's old tan Oldsmobile. Otto walked back up the stairs and over to the couch on the far side of the room. He flopped down on it and sighed. His life had certainly taken a turn for the better now. Rosie was alive, he had the strength and physique of Superman, basically; the inhibitor chip was functioning perfectly, and he no longer needed his glasses. Everything was perfect. But there was a nagging feeling inside of him… What about Venom? And Harry? They were still posing as a threat to New York. Although, they both were not out to steal any amount of money or rebuild something… they were just out for revenge. That element of the situation was difficult to deal with, both for Peter _and_ Otto. 

"You're awfully quiet," May said coming into the room with a teacup of something. "I brought you some tea."

"Thank you, ma'am," Otto said as she placed it down on the table in front of him.

"Oh, psh… don't worry about all of that formal stuff, we're all family now," She said sitting down in an armchair with her own cup.

Otto smiled and quietly laughed as MJ walked into the room. "What's so funny?" She asked; a teacup in her hand as well.

"I don't mean to sound sarcastic but, we are _the_ weirdest family I have ever seen," Otto said leaning his head back and closing his eyes. They all sat there in silence until Aunt May looked at the paper. It said something about another one of Venom's attacks. "It's becoming cumbersome to relax what with this monster running around," Aunt May said sighing. Otto looked up at her and raised an eyebrow. "Oh, not you dear," May said reassuringly, "This…_thing_ they call Poison or Venom or whatever." Otto nodded and took a drink from his cup, then lay back down.

Venom sat perched upon the top of the spire on the Empire State Building. In the cold, clear air, he saw the many people bustling about.

"Are you hungry, my friend?" Eddie hissed to the symbiote in his double-toned voice.

_Not today…I'm eager for a rematch with the octopusss,_ Venom hissed inside of his mind.

"Yesss, I am too… I made a vow yearsss ago that I would make him pay for ssstealing away the only person I loved."

_You shall need to explain more of thisss 'vow' you ssspeak of later, as you talk and fret over it conssstantly, _Venom hissed.

"Ssso I shall," Eddie said reassuringly to his counterpart. In one black, taloned hand, he clutched a copy of The Daily Bugle. In one article it said in bold letters, "**Mayor to give speech and unveil the city's newest statue in one month!!" **"Thisss mussst be what Harry meant by 'Be ready'. There will be a lot of people… Perhapsss Ssspiderman and the Octopusss will be there if we stir up trouble," Venom cackled. "Yesss… Thisss isss perfect."

* * *

Peter sat attentively at his seat, scribbling down every note and procedure Dr. Connors explained. When he was done, Dr. Connors turned to the board and began hastily writing something down on the board for the class. "Now I know we are a little short on time…" 

Upon saying that, Everyone's eyes in the class flew up to the clock. What he'd said was true. The four-hour class was nearly out. It was nearly 4 o' clock. _Thank god we only have this class twice a week,_ Peter thought to himself. "…But I need you all to copy this problem down and return to class on Tuesday, next week with the _complete _answer," Kurt finished. The bell rang shrilly a few seconds later, signaling the end of class. Peter was the first one out the door. A few seconds before the bell rang; he had heard some sirens scream past.

Peter changed hurriedly in the bathroom then disappeared through the air vent into the outside air.

* * *

Eddie still sat atop the tall spire reading the paper. One particular article had caught his attention. "Empire state University acquires original literature professor again." Eddie read the article a few times over. "Rosie…" He whispered. "But how?... She-She was killed, just like I told her she would be," Eddie muttered under his breath. Eddie thought long and hard about what Otto had done to bring her back. He stood up and leaped from the spire. It really didn't matter anymore… she was alive.

* * *

Rosie sat at her desk in the lecture hall while a group of students crowded around her to ask questions. She had answered most of them but it seemed that whenever she'd answer one, three more would fill its place. 

She finally shooed them off, "Away, away," she said with a growing smile on her face. "You all have lives right? You don't need to be cooped up in this lecture hall forever, begone," she said laughing. The students left reluctantly. One girl waved vigorously as she left, "See you next week!"

Rosie couldn't help but smile. She sat down at her desk again and ran her hand through her hair. She checked her watch as she began packing her things. Kurt promised that he wouldn't be late.

Eddie stared through the slightly ajar door at her. It _was_ her. He pushed the door open silently and walked toward her down the isle between the amphitheater seats. "Rosie?" He asked in a slow voice. She looked up startled, thinking that it was Kurt only to find a heavily muscled man with short, messed up blonde hair and five o'clock shadow. She had seen this person before… "Wait a minute… Eddie?" She asked. He smiled and nodded.

They both stood for a while staring at each other… that is, until Rosie thought back to the last time she saw him, "What do you want?" She asked him, her smile dropping a bit.

"I-I um…" he stammered, scratching the back of his head, "Oh for God's sake, Rosie I came back to ask for a second chance," He confessed, a pleading look in his eyes. They both stared at each other and an awkward silence formed.

Rosie shook her head, "N-no," she sighed as she put her fingers to her temple. She dropped her hand and continued, "Eddie… I'm not in love with you. I'm in love with Otto."

Eddie kind of lost it then, "What do you see in him?!?" He exclaimed, "He killed you… I don't know how you came back, but still…"

Rosie lowered her eyebrows into a scowl, "Well he, for one, was not a big, macho brute… he actually cared about me more than his ego. I'm sorry Eddie… but if you really want to know… I just- I wasn't _truly_ happy when I was with you…" She said.

Eddie started to say, "But he's Doctor Octopus for cryin' out loud!" But Rosie held up a silencing hand, cutting him short. "Eddie, please… I'm not the one for you… now leave," she finished, turning back to her stuff. The symbiote writhed inside of him, sensing his anger. There was an awkward silence before he turned and walked back up the isle and to the door. He stopped when he got there and turned to look at her. She turned, glanced at him and turned back to a small stack of papers she was putting into a folder. Eddie left without a sound.

She went back and sat down at her desk. She leaned her forehead on her hands and thought. Her face was still burning. What had bit at her the hardest was, "What do you see in him?!? He killed you…" it brought tears to her eyes. "Otto didn't mean to… besides, he made up for it," She told herself.

She had remembered from the demonstration. She had remembered running to him, "Otto, Get Back!!" as a hunk of masonry fell from the ceiling to right between them. She remembered Harry, "SHUT IT DOWN!!"

"IT WILL STABILIZE, IT'S UNDER CONTROL!!" Otto yelled back to him. She had run behind the pillar to escape anymore flying debris. She didn't think about the windows and their metal frames. They were able to be pulled by the magnetism. The shattering glass, her dying scream. As she fell to the floor, she remembered looking at Otto, at his horror-stricken face.

She tried to call out to him, to worry about the fusion reactor, but to no avail. She couldn't even move. Rosie watched as a prominence escaped from the machine and slammed into his back. She watched him be electrocuted, heard his scream. The pain in her body was excruciating, but she watched as he fell to his knees, his strength gone, and then flopped limply to the floor. His breathing was ragged as he looked to her. Their eyes locked, his said clearly, 'I'm so sorry,' he then passed out as the reactor partially exploded outward then imploded on itself, dragging half of his machine with it. The one that he had worked so hard on.

Rosie remembered watching the sun fizzle out. As the flames of that mini-sun were snuffed out, so was her life.

By now the tears were streaming down her face. She felt the presence of someone next to her. Wiping her eyes with her sleeve she looked up into her older sister's smiling face. "Lily," She said getting to her face. Lilia smiled at her before the two sisters hugged each other warmly. She knew Otto could do it. They pulled away from each other. "What's wrong?" She asked Rosie.

"O-Oh nothing… I was just thinking about… something," she said hastily trying to brush the remaining tears from her eyes.

"Sorry I'm late," called a voice from the back door of the classroom. Kurt emerged, his cheeks were flushed, and he had clearly run all the way across the campus. "It's kind of… hard, to get here quickly… when my department is all the way on the other side of the bloody university," He panted. Kurt disappeared into the storage room behind him to place something in there. Lilia sat down at Rosie's desk and began looking at some of the papers as Otto silently came up behind her and tapped her on the shoulder. Rosie whirled around to see who it was. There was no one there. "Lily," She said looking at her sister.

"What?" She asked looking up. As Lily looked back down, a smirk spread across her face. Rosie sighed and turned around to find Otto standing right in front of her. "Oh!" She said as he grinned at her.

Otto noticed the tired look on her face, "What's wrong?"

Eddie watched through the door, which was slightly cracked open, at the pair. Rosie was saying something to him. After a while, he took her into his arms as she looked down at the ground, still saying whatever she was saying. Otto shook his head as they held each other close. After a few moments, he lifted her chin to look him in the face. He said something to her and she laughed as they leaned in and kissed each other. Eddie growled angrily and flew down the corridor. He resented Otto even more than ever now. "Oh, yeah, I'm really gonna get him at that event," He snarled to the symbiote.

_Ssso we shall_, the symbiote hissed back.

* * *

They drew away from the kiss as Kurt walked back into the room. He looked at them suspiciously, "What did I say guys?" He grinned. They both looked at their friend. 

"Shut up Kurt," Rosie said quickly, as everyone laughed. Peter walked into the room, "What's everyone laughing about?" He asked. Peter was sweating slightly and was a little out of breath.

Rosie shrugged, "Oh, nothing… I don't think you've met Peter," she said turning to Lilia.

"No I haven't had the pleasure," Lily said standing up and shaking Peter's hand. "I'm, Rosie's older sister, Lilia," She said formally, "I've heard quite a lot about you, Peter."

"Thank you," Peter said shaking her hand. As Lilia sat back down, she noticed Kurt staring at her.

"What?" She asked.

Kurt coughed and cleared his throat, "O-Oh, n-nothing…" He stammered, blushing and pulling at his collar.

Rosie, Peter and Otto all looked at each other, wry smiles playing on their lips.

"What?" Kurt asked suspiciously.

"Oh, nothing," Peter muttered.

"I think it's time we left," Otto said walking to the door.

Outside, about halfway across the city, Venom swung slowly in a menacing manner. "Jussst a quick bite, then it'sss back to Ossscorp," Venom hissed to the symbiote that covered his entire body.

He swooped into an alleyway. There was a high pitched shriek that came from within and five minutes later Venom flew out, cackling.

Outside of the university, Rosie climbed onto Otto's back and wrapped her arms around his neck. "Hang on," He said back to her.

Using his tentacles, He launched himself into the air. Rosie looked down as they went higher and higher. Eventually, they came to the top of a sky scraper. Rosie thought that they would stop, but Otto pushed off from it and flew outwards into a swan dive. The air rushed upward as the pair raced toward the ground. She was enjoying this to no end.

At the last possible second, the two upper actuators locked onto a building and flung them forward. The ride was so smooth. _So this is what it's like to fly_, Rosie thought to herself. With nothing beneath her feet, the city looked so beautiful from this new perspective. They eventually landed on the balconies in front of a half moon window at the apartment. She slid off his back laughing.

"Oh, wow," she said, a broad smile across her face. "So that's how you get around."

"Well, it certainly is a lot more fun than driving," He said.

Though that outing was certainly fun for them, the feeling of dread had returned. Otto didn't know what was going to happen next, but… it wasn't good.

* * *


	14. Chapter 14: As the Sun Sets

Author's Note: I've had a ton of time to get this chapter done because I'm still on Christmas leave. Now my promise to you will come to be. Here's where it'll start picking up again in the suspense/ actiony kind of way so…yay. Enjoy!

* * *

**Chapter 14: As the Sun Sets**

****

Peter slid in through the ventilation shaft above the men's room in the Daily Bugle building. He changed quickly, putting the red mask into his pocket as another person walked through the door. He looked at Peter for a moment then went about his business.

Outside of the bathroom, Peter sighed, "Man that was close."

He pushed open the door that led into the reporter's room. The sound of fingers racing across computer keys, mingled with telephone rings and voices, filled the air. Peter pushed his way through the crowded room to Betty's desk. "Hey Betty!" He called above the din.

"Pete! Jonah was just yelling for you, but you might wanna watch it, He's kind of a loose cannon right now!" She called back.

"What's with the crowd?" Peter asked.

"It's just a real busy day," Betty answered. Peter shrugged and walked through the door into Jameson's office. The first thing he noticed was that the noise was significantly less in there.

"Parker, there's five minutes to deadline and you better have something good for me or you're fired!" He barked, looking up from the papers he was signing.

Peter pulled out a few pictures that he took from the last fight of his. The one where he was shot in the arm. Peter, while fighting, had rigged cameras on the light posts, thus enabling him to get some exceptionally good shots. He handed them to Jameson as he sat down in a chair.

Jameson, cigar in his mouth, flipped through them without interest. "They suck… hold on, this one looks like it was taken by a five-year-old… you're getting better Parker!" He said tearing off a slip of paper and handing it to Peter, "Give this to the girl… oh and Parker!" He yelled as Peter turned to leave. "Don't think that I'm gonna be generous to you, I only did that because it was close to Christmas and the wife was making me… so don't get any ideas," Jameson said stiffly.

Peter shrugged and walked back out into the main room, the people were still there, but the noise had died down slightly, allowing Peter to talk to Betty in a normal voice. He handed the slip to Betty and sighed, "Looks like Mr. Jameson's back to his normal, grumpy self." Betty looked up to him and laughed. "Yeah, looks like it," She said looking at the usual amount of money he gave Peter for three shots; three-hundred dollars. Peter collected his money and walked back towards the bathroom, waving at Betty. She waved back and went back to vigorously typing at the computer on her desk.

Peter made sure no one was around before slipping into a stall and changing back into Spiderman. He went back up the way he had come in and jumped off of the building. The air rushed under him as he plummeted towards the ground. He let out a webline and zipped upwards in an arc. He let go as he neared the peak of the swing and felt the familiar effects of G-force as he began falling again. With another THWIP, He sent a webline to a tall skyscraper and enjoyed the long downward and upward swing over the buildings. As he let go of that webline, he soared upwards, the green expanse of Central Park revealing itself from behind the building he swung from. The grass of the park drew closer and closer to him as he fell. He let out a zip line to beak the fall and began swinging through the trees. After a time, the familiar red-brick wall of the apartment appeared from between the evergreen foliage. Peter let his momentum carry him upward and over the street, allowing him to land on the corner of the building, directly above the sidewalk. He crawled up the wall to the half-moon windows, and hiding against the side, peered into a corner of the window to make sure that no one was around. Aunt May, and Rosie were sitting on the couch talking to one another. "Looks like I'm taking the ventilation again," He chuckled. Leaping up to the roof, he opened the grate and slipped in, replacing it in its original position.

By now he had memorized the air-conditioning system in Otto's apartment, so he silently crawled along until he got to the place above his room. Looking down, he saw MJ asleep on the bed. He opened the shaft and dropped into the room. He took off his mask and smiled lovingly at his girlfriend before changing his clothes completely. He leaned over and kissed her on the cheek before walking out to the living room.

"Peter, where have you been? I never heard you come in," Aunt May said seeing her nephew coming down the hall.

"I… came in about an hour ago," He said unsure of if it would work.

"Well," She said getting up and walking over to him, "at least you are okay; I can't bear to think about you getting attacked by that… Venom or whatever they call it."

Peter hugged May to him. "It's okay Aunt May, You don't need to worry about me," He said concerned. He worried about her more. Venom and the Green Goblin were still dangerous, no matter what he did. May walked away and down the stairs after kissing Peter on the cheek.

"Peter, you wouldn't mind if we talked for a while, do you?" Rosie asked from the couch, she put the book she was reading on the coffee table as Peter sat down next to her on the couch. The two spent the next half-hour talking about the things that had passed since the last time they talked. "So tell me, how are things going with you and MJ?" She asked. The last time she had asked a question like that, he had been unsure if he even _had _a girlfriend.

"Well… We still have some things to iron out, but… We're doing pretty well," He said nodding.

"That's good, having some rough areas in a relationship is, basically, the key to a happy one," She said, "If you ask me, two people who like the same things, is very dull."

Peter grinned; he and MJ certainly had some things that they disagreed strongly on. But an example that two opposite personalities can lock together better than two people with the same personality was Otto and Rosie.

Otto walked up the stairs as Rosie continued talking to Peter, "As Otto would put it, think of it as a magnet, two opposites attract," she said.

"What's that supposed to mean?" Otto asked as Rosie gave him a wry smile.

"Exactly my point," She said.

"Yeah… we're just perfect," Otto said lying across an armchair.

"You wish."

Peter couldn't help but smile at them. They were meant for each other. He thought back to what Rosie said. Maybe he and MJ really did have a perfect relationship. After all, how could you be truly in love if you couldn't tease and disagree with each other once in a while? Peter got up and walked to his room to find MJ waking up and sitting upright on the bed, "Hey, Tiger," She said lovingly, walking up and putting her arms around his neck. What the hey, they were happy now.

* * *

"I wanted to show you something," Otto said to Rosie as he stood up. One actuator held out his old jacket to her. She took it and put it on, "Okay, What?"

He led her out to the balcony, where she climbed onto his back and wrapped her arms around his neck. The actuators pushed them off of the balcony and into the air. They grabbed a hold of the eaves of the building next to them and pulled him to the roof.

**Where to?**

**Yes I'm curious**

**Are we gonna fly again?**

**Oh, for cryin' out loud… where to?**

"_You'll see,"_ he thought to them. He hooked the two upper actuators on the corners of the next two buildings, and flung himself forwards. Once again he found himself flying rather quickly over the tops of the buildings. Rosie smiled as the wind blew through her hair.

Otto leaned to the right, where a flagpole jutted out from the face of a tall skyscraper.

"Otto, Look out!" Rosie called right as Otto grappled it with the upper two tentacles. His momentum allowed for an upward arc. He let loose and flew upward. A large, white building, taller than the rest rose up from the others. The Empire State building. Its white walls were tinged golden-orange from the setting sun.

As he came to it, he latched his tentacles to the stone of the building ahead of him, in order to reduce the impact shock. He began the ascent up the building, the smooth, steady up and down rhythm carrying them both up the sheer face of the building. After a while, the stone walls gave way to a large, steel spire that stretched upwards for about a hundred feet. Otto reached the top of the spire, where the tip was a flat surface.

Rosie slid off of his back and looked around. She stared, awestruck, across the expansive city. The sun dipped slowly towards the horizon, casting an orange glow over the growing city lights. She sighed deeply in amazement upon seeing the setting sun. "Imust write something about this," She said turning to her husband.

Otto kept the left two actuators securely locked onto the steel frame of their foothold. "This is practically what I see every night," He said to her. The fiery red orb, low in the sky reminded him about the pain of his loneliness. He paused before speaking in a low voice, "There wasn't a day that passed that I didn't think about you while you were gone," He said as he gently ran his hand down her face. "That's in the past now," She whispered. She smiled at him and wrapped her arms around his neck again. "It's beautiful," She sighed. The sun was now three quarters below the horizon. The sky was a blood red color, with violet forming on the opposite horizon. The city lights came on, adding to the appeal. She leaned in and kissed him.

When they drew away, the two looked into each other's eyes as the sun finally dipped below the horizon completely. Nothing was spoken, yet so much was said. The dark, blue and violet hues of the evening now spread across the sky. Up here, the stars were clear. The full moon rose slowly in the sky, and a chill in the air became evident. Rosie took one last look over the western side of the river before climbing back on Otto's back again. The moon cast a broad silver streak over the calm waters.

Otto looked down in that same direction, and thanks to his perfect eyesight, he could make out the dark remains of the burnt dock. It jutted out into the moonlit river, like a jagged knife. His uneasy feeling made the tentacles nervous.

**What is it that makes you so nervous?**

**It worries me**

**Please, tell us**

**It's the dock…**

* * *

"Let's go," he said. And with a leap, became airborne. The chilled wind, rushed up from beneath them as they fell.

"Oh, jeez," Rosie called as Otto grappled the edge of the nearest building and swept himself upwards, landing securely on the top of the building.

"You are going to be the death of me!" Rosie laughed.

"Well, I'm Doctor Octopus… what do you expect. You enjoyed it, you know it," He said, a wry smile crossing his face.

One tentacle suddenly hissed defensively, and Otto saw through the 'eye' that Venom was shooting straight at his back. "No!" He yelled, dodging out of the way. Because the tentacles could see and feel things before he could, it gave him the ability of a kind of 'spider sense.' Rosie let out a surprised shout as Otto bent to the side and pulled his shoulder back as Venom flew just inches away from him. His talons found their mark, more or less, and slashed across his chest, tearing three slashes in his shirt and raking the skin beneath it. It wasn't very deep at all, but in one or two places, a few spots of blood appeared. Otto climbed to his feet, seething. "Bloody Hell!" He said watching as Venom perched on the eaves of the adjacent building. Venom hissed and slunk down into the shadows of the alley way below.

"Otto?" Rosie asked suspicious of what he was doing as he leapt across the gap onto the same roof that Venom had just moments before. He looked around in all directions, still sensing danger. He was right. Gunshots rang out against the sill, silent of the night as the ricochet of bullets sounded. Otto leapt down into the alley way and behind a dumpster. "No matter what happens, stay down," He said to her as she crouched behind the dumpster.

"You'll be killed," She harshly whispered.

"I can take these guys, but… I really wish Peter were here right now," He said, opening the flap on the gauntlets and activating the armor. The gold metal changed the color on the gauntlets, folded out from around his lower legs and his chest. Otto hissed painfully as the metal covered the cuts on his chest. The tentacles hissed and bared their spikes. He hopped over the dumpster to be confronted by a large group of gun-wielding gangsters. He drew his staff and charged. He charged headlong into the crowd as the tentacles whipped to and fro, slashing everything around them. The men, frightened by the sudden charge, began firing. With a swipe with his Bo staff, he cleared his way of people and a tentacle went through a thick area, paused and swooped down, then, as it had done in the operating room, swooped under and up to one guy's face. Taking hold of his head, the tentacle whipped him back and forth, smacking his unconscious body against his comrades, then let him loose.

Gunshots rang out from the rooftop. Otto twirled the staff a few times and watched as the bullets were reflected back up to the people on the roof. Out of the four that were up there, three were hit square in the chest and fell, stone dead, to the concrete below. The last one had the gun blasted from his hand. He fell backward with a cry as Otto leapt up to the roof. He took hold of the young man by the wrists and pulled him to eye level with the actuators. Otto took off his sunglasses, revealing his fiery brown eyes. "I have no time for this… Who set this trap?" He spoke seriously.

"M-My Em-employer," He panted.

"Who's your friggin'employer?" He asked, a lower tentacle extending its spike.

"Harry O-Osborn and V-Venom," He stammered painfully.

"Good boy… you may have just earned your life," Otto said, a malicious grin moving across his face. He held the man over the edge and dropped him onto a group of his buddies where he promptly passed out. A vicious snarl from behind him, made him turn. Venom slammed into him, knocking him downinto the alley and pinning him to the ground. Otto struggled, landing a punch on Venom's jaw. A few shards of teeth flew out of his mouth and he let out a growl, tightening his grip on Otto's wrists. Rosie watched anxiously from behind the dumpster, "Get up Otto, come on, get up," She whispered.

As Venom raised his hand for, once again, a final blow, a THWIP was heard in the air.

"Hey Smiley, Pick on someone your own size!" Spiderman called, swinging low and knocking Venom against the wall. A hole was put in the bricks where he landed.

"He _is _my size!!" Otto called up to him as Peter plummeted down to the ground.

"Oh, sorry," Peter said embarrassed as he helped Otto to his feet. Otto sheathed the staff and put his fists up defensively as a ring of thugs surrounded them. Otto locked his eyes on Venom who began painfully stirring.

"What are you waiting for? KILL THEM!!!" Venom bellowed.

* * *

Punches and kicks were delivered as Venom drew close to Otto. "Go my friend," He hissed to the symbiote. Small, tentacle-like slivers escaped and flew towards Otto. With the spikes, he slashed viciously and cut the tips from them. Venom howled as the pieces came back to the costume. He jumped to the front of the alley way and wound his fist up.

"What's he doing?" Peter muttered to Otto.

"Look Out!" A thug shouted. Venom let his fist fly forward. The symbiote kept flying forward with extreme force and speed. It tore through the bodies of hapless thugs who didn't move. Peter's spider senses kicked in and time slowed. He dodged the black goo, which was razor sharp at the tip. Otto did the same. Because of the tentacles, he too had that ability and dodged. It headed straight for the dumpster.

"Oh, God!!" He yelled. Rosie saw it coming and started to make a run for another dumpster across the alleyway. The symbiote hit the dumpster with such force that it shattered. One razor-sharp piece slashed itself across her leg. She fell to the ground with a scream. All feeling left Otto at that moment.

"KILL HIM NOW!!" Venom yelled. The men began firing bullets as Otto ran towards Rosie. The tentacles blocked any bullets as he gently turned her over. She groaned and Otto saw the slash mark. It was three inches across her leg about an inch above her knee. It was very deer. The jeans were quickly becoming soaked with blood. "No," He breathed as he kneeled next to her. He began sinking into despair. He didn't want to relive the misery again. He couldn't bear it. He propped her up and leaned her against his armored chest.

"Otto," She breathed. He smiled weakly at her. Otto leaned his head down. When he looked up, his eyes had a reddish tint to them. He was fighting a losing battle to keep hold of his humanity. That inhibitor chip was designed to help him keep control, but from what he could feel, the chip was fading. One of the larger actuators bared its spike. Rosie saw it and looked up at him.

"Don't look," Otto said turning her face. "No," Rosie whispered as the actuator flew forward with tremendous speed and force, tearing through everything in its path. Thugs in its way screamed, but were silenced suddenly when it tore through them in a spray of blood. The spike found its mark and embedded itself in Venom's shoulder. He let out a scream as Otto flung the symbiote-clad man away.

His rage subsided and he felt the inhibitor chip's power coming back. He looked down at Rosie, she had passed out. He took her jacket off and wrapped it around her wound. He picked her up in his arms and looked to Peter.

"Get her home, I'll take care of these punks," Peter said motioning to the rest of the remaining thugs. Venom was nowhere in sight, only a thin trail of blood that led towards the south end of New York and Oscorp. Otto nodded, tears streaming down his face,and took off, full speed for the apartment.


	15. Chapter 15: Dream

Author's note: This is great… fifteen chapters… who would've thought, eh? Canadian people rock!! Oh, heh… sorry… random thought. Will Rosie Die? I dunno, read and find out. I just realized that a few mistakes were made, like in the last chapter, "It was very deer." That was supposed to be deep…and a few other places, but hey, I guess we all make typos. Oh well, that's life.

Hey Agent Silver!! I read your next chapter. I loved it. Please continue!

* * *

**Chapter 15: Dream**

The next morning, sunlight filtered in through the windows in Otto's bedroom. Rosie opened her eyes and blinked a few times to get accustomed to the light. She tried to sit up and get a better look at where she was, but immediately and slowly fell back when a nauseating wave of lightheadedness forced her to lay her head back down on the pillow. She noticed that her breathing was shallow. Her eyes wandered around the room and to her blood-stained jacket that lay on the floor in the corner. Her eyes went down to her leg. Her pant leg had been rolled up a few inches above her knee and a large, white bandage wrapped around her injury. She turned her eyes to her right and saw Otto seated in a chair, leaning against the wall, not even a foot away from her side. His sunglasses were barely hanging from his hand, his hair was once again disheveled and his mouth was half-open. He was mumbling to himself what plainly sounded like, "No…n-no." The gold-armor was taken off, as well as the gauntlets, and Rosie could plainly see the three rips in his shirt, the skin beneath spotted with dried blood. Looking down, she could see his black medical bag open on the floor.

_What happened? Was it all a dream?_ She pondered to herself about last night. She gingerly reached over to Otto and touched her hand to his chest, on the claw marks, and felt his pulse beneath. At her touch, he stirred, and gritted his teeth from the pain. Rosie withdrew her hand when he did. It_ had_ all happened. Otto opened his auburn eyes and looked at her.

She gently touched her hand to his. He took it and gently clasped it. They didn't say anything. Otto had apparently sat by her side all night, like a loyal dog to its master, only falling asleep about an hour before. Last night had certainly left them both shaken.

She sighed, closing her eyes. The lightheadedness became too much and she slipped back into unconsciousness. Otto placed her hand back on the bed next to her after checking to make sure she had a pulse. He quietly stood up and left the room, actuators drooping, and shut the door behind him with a snick. Peter was sitting on the couch, Aunt May was bandaging Peter's arm. "Honestly Peter are you telling me everything?"

Peter sighed, "Yes… Otto was beating up a few thugs, I went in to get a few pictures and Venom showed up. Unfortunately I was caught in the crossfire," He looked into his Aunt's eyes as Otto stood in front of his bedroom door, silent. "Besides," he continued, "It's just a scratch that bled a little." Otto knew why he was telling May this; to keep her calm and unsuspecting that he was Spiderman.

"Nevertheless, I worry about you," She said setting the roll of gauze on the coffee table in front of them.

Peter nodded and smiled, remembering the time he was visiting Aunt May in the hospital,

_You do too much, you're not Superman, you know_

"What's so funny?" May asked him.

"Just thinking about the time you told me 'You're not Superman.' Maybe I do need to relax a little," He said with an undertone of laughter.

They both shared a laugh while Otto made his way over to an armchair and flopped down in it. The signs of weariness were returning to his face. He leaned his head back and sighed deeply.

May smiled in a concerned manner at him before standing to her feet and walking down the hall to her bedroom.

Peter waited until May was out of earshot, "Is she going to be all right?"

Otto sat there silent for a moment before looking at Peter. "I hope," he said, his voice cracking with exhaustion. It was one thing to go on for weeks on end without sleeping when you weren't worried about something, but it's another thing to make it one night completely panicked about something. He leaned forward and raked his fingers through his thick brown hair. He noticed how shaggy it had gotten. His bangs hung freely in his face and the back, once cropped short, was now a few inches down his neck. It had grown two inches, probably more, since the last time he cut it.

"So… how bad is it?" Peter asked looking at Otto.

Otto looked up at him before speaking. "It's a cut about three and a half inches long and about three quarters of an inch deep. She made it through the night so the worst is over, but… I just-" He cut off and lowered his head. He couldn't understand it, even though she was back and alive, his heart still ached terribly. Why was it doing that?

The actuators sensed his feelings.

**Father, you mustn't worry**

**Yes, you did all that you could**

**When she's better, you'll be better… right?**

**She'll live, I know she will**

He couldn't help but smile. The new inhibitor chip allowed them to speak, but if they tried to say anything that even hinted of retaking his mind, it blocked those voices out.

Otto sighed and leaned his head back.

Peter watched him for a moment. He could sense something else troubling him besides the fact that Rosie was injured badly. Peter lowered his eyebrows, trying to focus on what made him uncomfortable, "What's wrong?" he asked.

Otto looked to him, rubbing his temples. There was a long silence before he spoke, "I've been having a dream…no…more like, a nightmare…I haven't slept in days. Every time I fall asleep, this dream returns." Peter listened intently as Otto continued, "In the dream, well, it starts at the demonstration…I say everything that I said there that day. The fusion demonstration begins and follows through, every detail is there. The spike of energy, Rosie…dying, you…" Peter looked at him, remembering everything that happened that day. Otto's description and Peter's thinking were cut short as shrill sirens sped past the apartment. Otto made to get up, but Peter motioned him back down, "Don't worry about it, I'll take this one." Otto smiled weakly and sat back down. Peter sped down the hall and didn't reemerge. Otto hung his head again and mentally talked to his actuators. A gentle touch on his shoulder startled him. He quickly turned around, the lights overhead flashing off of the goggles that were still on top of his head.

"Hey, what's wrong?" MJ said looking at him as she sauntered over to the couch and sat down. "I heard you and Pete talking. Are you having a dream?" She asked sweetly. Otto nodded silently. "Do you want to talk about it?" She continued.

Otto paused before telling her all that he had told Peter so far. He paused when he came to the part where he was electrocuted then continued uneasily, "After I fall, everything goes black. When I regain consciousness, I'm laying face down on wet concrete and it's raining. I am as I am now… the new me. My armor's on. The place I'm in has rubble all over the place, and the roof is gone. I find myself… walking towards the edge of where I'm standing. I'm on some kind of tower. Something… moves around in the shadows behind me. When I turn around, I see Venom…" His voice trailed off. MJ knew very well who this Venom character was. Peter had talked about fighting it constantly.

When Otto regained his composure, he continued, "…As I run toward him, the floor gives way and I fall down into the tower. When I land, I see Peter…"

At the mention of her lover's name, she straightened up. "Peter?" she asked.

Otto bit his lip and continued, "but he's-he's… dying…" that last word had been hard to say. MJ let out a small gasp. "It's then when I wake up. I never seem to finish the dream." He looked away.

Tears had sprung to her eyes and she lowered her face as they rolled down her soft cheek. Otto stood up and walked over to her, gently putting his arm around her shoulders. One actuator settled itself in her lap on its own accord and trilled soothingly.

"It's okay… It was only a dream," Otto said gently.

"But, what if it comes true?" She asked fearfully. She shuddered at that thought. She had even said it her self, she just couldn't live without Peter. Otto stood up and made his way back across the room to the hall. He stopped and turned his face to her, "Then we shall make sure it doesn't," He said with a reassuring smile. He turned and disappeared down the hall to check on his beloved, leaving MJ alone.

Somehow, she was comforted by his words.

* * *

On the other side of the city, Venom sat on top of a tall skyscraper in the Financial District, licking his wound. The long, dark-red tongue flitted about, lapping up the blood from his shoulder in an animal like fashion; dying the red tongue an even deeper red with each lick. He hissed painfully and went back to cleaning it. What use was his arm to him now? It was still numb from the force of the actuator slamming into him with its spike bared. How was he supposed to know those things had weapons in them?

The symbiote stayed silent inside Venom's mind as he continued cleaning. At last it spoke as Venom touched his hand to the cut.

_Perhapsss I could try sssomething? _It hissed.

Venom moved his hand away from the still-bleeding wound as some of the symbiote retreated into the hole. Venom gave a half-screech, half-roar of pain as the black stuff entered his bloody shoulder. Red streaks ran down the black outer covering of his body as he gritted his dagger-like teeth in frustration and pain. The pain slowly subsided and he felt his strength slowly returning to his arm.

First his fingers, then his hand, the warmth of renewal spread slowly up his arm. At last it reached his shoulder and the symbiote slowly slid out.

"How did you do that?" Venom whispered harshly, "I never knew you could heal woundsss that fassst!" He said with astonishment.

_Well… You never asssked,_ the symbiote hissed.

Venom stared at his hand and at the blood that ran down it sluggishly. He grinned wickedly. Soon, Otto's blood would be running down his hand, instead of his own. He licked it off.

Now that his strength was back, he leapt off the roof of that building and free-fell to the next roof. A black 'web' latched onto the adjacent wall, breaking his fall. He nimbly began leaping rooftop across rooftop towards Oscorp.

Venom knew that he would soon get over the blood loss, but this anxiousness was killing him. He wouldn't have to wait for much longer. In three days was when sweet, sweet revenge would be his. In three days, it would be March 21; the first day of spring. Though the blood itself had stopped pouring out of the hole, it would close slowly. Even though the symbiote had healing powers, they weren't the most powerful attribute from its repertoire of abilities.

With a PLIP, he zipped over to the large, triangular-shaped face of Oscorp and latched himself onto the side. He began his ascent up to Harry's Penthouse. Finally he reached the windows, shimmering in the late-winter air. The sun was shining full blast and not a cloud was in the sky. Carefully pushing the window up, he slipped in. The symbiote retracted back inside of him as he pulled his last leg inside.

"Harry? Hello!?!?" He called. Across the room, a door was cracked. Eddie walked over and examined it. Clearly, it was meant to be a hidden door. A mirror had been mounted on it, reflecting light from the windows. The door swung open with a creak. Maniacal laughter could be heard from behind a heavy wooden door that was at the very end of the dusty corridor. Cobwebs hung down from the ceiling in thick sheets. Eddie swished his hands back and forth to clear them from his path. When he reached the dust-coated door, he rested his hand upon the smooth, polished knob for a second before turning it ever-so-slightly. He cracked the door open and peered in.

Harry was standing atop the glider, moving it a few feet to the left suddenly and back. To the right, up, down. He was wearing the green plated armor and no mask. Upon seeing his partner, he lowered the glider back down to its original position on its pedestal before jumping off. Eddie looked around the room. Where was the mask by the way? Eddie thought to himself.

"Like it? I've added new features," Harry said with a malicious grin as Eddie turned his attention back to Harry.

"What is this place?" Eddie asked. As Harry looked at his partner, his grin slid off, being replaced by a look of pure seriousness. Eddie stared at him for a moment. "…What?" As he turned to leave, he was stopped by the sudden appearance of the Goblin mask behind him. It stared him full in the face; its metallic green luster reflecting the dim lights of the room. Its glowing yellow eyes glared at him angrily and cast a soft, golden glow over Eddie's face. How it had gotten there, Eddie had no clue. He turned back to Harry.

"What the hell did you do?!?" Harry hissed between his teeth upon seeing Eddies scar.

Eddie stiffened up. "You're very observant," He said sarcastically. He had no idea that Ock's tentacles were capable of spearing someone. "What does it matter?!" he snapped. "They both have weaknesses now…" His voice trailed off after that comment. How could he say that about Rosie? His mind wandered back to the night before. He didn't mean to injure her. If Otto hadn't dodged… that wouldn't have happened. _Curse that Eight-legged freak! _Eddie fiercely thought to himself. It was _his_ fault that she was hurt. Everything that had happened between the two men was entirely his fault. If he had not interfered with him and Rosie, none of this would've happened.

The beaded sweat on Harry's forehead glistened in the dim lights of the room. There was a long, awkward pause between the two men as they stared at each other. Harry finally turned and sighed, "If you fail me at this thing…trust me, you will regret it." He turned away didn't say anything more. Eddie knew perfectly well what he was talking about. He had to kill Otto at this event or there would never be anyway to do so again. Eddie turned and slipped out the door silently.

Harry changed out of his armor and slipped it back onto its holder in a closet at the back of the room before putting on his shirt. As he buttoned up his shirt, he thought about everything. If Otto and Peter sided up, then revenge for his father's death would be difficult to achieve. With Otto out of the way, things wouldn't be as difficult. The gas must have been wearing off, because his feelings were surfacing. Hot tears came to his eyes. Peter was his best friend. A part of him screamed for him not to harm him, but his father's voice kept telling him to avenge his death, and he just couldn't disappoint him again.

He didn't mind if Otto was dead. He had caused him substantial financial losses and threatened his life a few times. He deserved to be killed. Peter…though, he just couldn't bear the thought of losing his friend. _The gas must be wearing off,_ Harry thought. The gas, when he drank it in liquid form, lasted for many months instead of a few weeks as it did as a gas. The voices of reason shouted quite clearly and the voices of insanity were being blocked out.

"I…can't do this," He whispered as the hot tears fell down his face and onto the floor with tiny plips.

"You can… and you will," Norman's voice echoed off the walls of the room. "You've done a good job of proving to me that you are actually strong… you have no reason to stop."

Harry looked up at a mirror hanging on the wall opposite of where he was seated. As he stood up and walked to the mirror, he expected to see his reflection; teary-eyed and exhausted. Instead, he saw his father's reflection; strong and cold. Every time he moved, Norman's reflection reflected it. "I've told you many times before… I live in you… the Green Goblin lives in you."

Harry shook his head slowly, allowing it to drop a few inches. "Pete's my best friend."

When he looked up, his father's reflection was gone and it was replaced by his own.

"I don't care," came the cold voice from behind him. Harry whirled around to find the ethereal form of Norman. He was holding something in his transparent hand. It was another vial of fluorescent-green liquid. The stern look on his face turned to a scowl. "I'm all you have left, now."

Harry took it and pulled the cap off of it. It hissed and steamed upon contact with the air. A fresh wave of hot tears came to his eyes as he lifted the vial to his trembling lips. He had it half down before looking to his father. The wry smile had crept itself back onto Norman's face. When Harry blinked, he was gone.

He watched as the bright, glowing liquid drained into his mouth. With that last swallow, the horrible aftertaste sprang to his mouth. The room began spinning and he felt as if he would throw up. He reeled before toppling to the floor and trembling violently. He came to a point where a scream escaped his throat. He shook harder before passing out completely. He collapsed gratefully into the warm embrace of sleep.


	16. Chapter 16: Research

Author's Note: Wow, so many ideas, too little time to get them all up on here. Arrrgh! I had to post this one two times before it actually put it up there! Thank heavens it is up now. I love all these great reviews! On w/ chapter 16…

'I think, therefore I Am.'- Renee Descartes

* * *

**Chapter 16: Research**

It was dark by the time Otto came back to the apartment that night. He landed on the balcony silently. With all of the constant practice, he had become as stealthy and as silent as the numerous shadows that entwined the city. He delicately cracked the window open. Before he went inside, he turned his face to the almost-full moon. He liked the moon. More than the sun for numerous reasons. He stood on the balcony transfixed by its soft, silver light. It was softer to his eyes and allowed him to wander outside without his sunglasses.

He tore his gaze away from the moon and slipped through the window and into the familiar, welcoming darkness of the house. As time had passed, the effects of the radiation blast had deepened, giving him the ability to see in the dark. He walked silently to the couch and found Rosie asleep. She must have stayed up waiting on him. Otto smiled lovingly at her before walking to his room. He changed quickly and silently crept back out to the living room. He sat down in on the floor in front of the couch where Rosie was sleeping and sighed.

* * *

A few hours later, Peter swung high over the streets, the lights dancing beneath him. He wasn't in any hurry. So he swung at a leisurely pace. The air was relatively and unusually pleasant for late February. Peter relished every second. The air was still damp from the morning dew. It certainly was a change from the skin-freezing temperatures of a normal Manhattan winter. To his left, the rising sun cast streaks of gold, pink, and blue across the indigo sky. As Peter cleared the roof of a large skyscraper, the top of the fiery, orange-red disk appeared over the gray horizon.

"Wow!" Peter breathed. Even he had seen a whole bunch of sunrises and sunsets, but this one was breathtaking. He landed on a roof of another skyscraper after completing a swing arc. Peter took from around his neck, his camera. Raising the viewfinder to his eye, he snapped a few pictures. He stood for a second on the roof, looking out over the thin barrier between earth and sky, before leaping off in a dive.

Wind roared in his ears as he fell, at the last second, he sent a webline to the nearest building. He had been thinking back to what Rosie said to him just a few nights before. He picked up his swing speed towards the apartment. He just had to see MJ.

Something disturbed him though. The feeling that something bad was soon to happen was coming back. Over the past few days, it had steadily waned. Now, however, it was biting at him full force.

"It must have something to do with Harry," he told himself. "It must be."

He eventually came to the apartment. The red brick was awash in the early morning light. He slipped in quietly and pulled off his mask. He looked to the loft to find Otto asleep with Rosie leaning up against him, her head on his chest.

Peter smiled warmly before walking silently to his room. He changed his clothes before looking to the sleeping feminine figure on his bed. MJ's strawberry-orange hair was pulled back in a ponytail. He lay down next to her, wrapping his arms around her waist.

She stirred and woke, laughing quietly, "Pete! When did you get back?" She asked, sitting up and rubbing her eyes.

"Just now," He said, happily as he leaned in to kiss her. Their lips stayed together for a few seconds. They drew away, MJ waving her hand under her nose, laughing, "You need a shower." Peter couldn't help but laugh. Soon the room was filled with the couple's mirth and candor.

* * *

Otto soon woke up a few minutes later. He had just sat there on the floor next to Rosie's side until she moved down next to him. It was only then that he fell asleep. The first thing he noticed, though, was that she wasn't next to him anymore. He sighted her lighting something on the table next to the couch before sighing, "She really doesn't need to be moving around right now," He told the actuators.

She pretended not to hear him and smirked as she lit the tip of a stick of incense. Otto watched her curiously as she put her hand above the tiny flame, watched it grow a bit, and then blew it out. A thin stream of blue smoke wafted upwards, quickly filling the room with the thick scent of roses.

"What are you doing?" Otto asked.

"Well, I decided that if I'm going to get a second chance at life, I might as well get back into my old habits," she said, raising her eyebrow at him before turning and walking towards the staircase. How could he have forgotten? She used to light that stuff every day.

She still had somewhat of a limp in her stride, but it wasn't noticeable. Otto, however, noticed it. He stood up and came up behind her, "I know you were ignoring me just now, but you really shouldn't be up and about," he said sternly.

Rosie turned to him, smirking, "You know darn well, that no matter how much you harp on me about it, I'm not going to listen to you."

"Really," Otto said mockingly. She stared at him suspiciously before he suddenly swept her up into his arms.

"A-no…Put me down!" she laughed, slapping him on the shoulder.

"Ow!"

"You realize that I can be stubborn," She said, wrapping her arms around his neck and bringing her face close to his.

"Well, I'm known to be a bit hardheaded myself," he smirked. She smiled at him.

"Awww, ain't that sweet?" Peter said tauntingly as he and MJ walked into the room.

Otto gently set Rosie back on her feet, "Wha-He-uh-um…Piss Off!!" He stuttered, a smile spreading across his face. He looked at Peter for a moment, "Get a shower."

"You can smell me from way over there?" Peter asked quizzically. Otto nodded with a 'Duh!' look on his face. Peter scoffed as he walked off towards the bathroom.

Rosie put her hand on her forehead for a few seconds and smoothed it over her hair.

"Are you okay?" Otto asked worriedly.

"I'm fine, I just need to… lie down for a while," she said walking back towards the couch. "Honestly Otto, I'm fine… I'm just tired." She gave him a sweet smile. He nodded sincerely, a small smile crossing his face. She had lost a lot of blood, but not enough to kill her. Otto expected her to have these kinds of side effects; sudden exhaustion and drowsiness. He sighed before turning to the steps and walked into his lab.

* * *

About an hour later, Peter came out in a new change of clothes, and with wet hair. He walked down the steps to the lab and opened the door. Otto was seated at the keyboard, rapidly typing away.

Otto couldn't understand it, why was his chest aching so often. _'It wasn't a medical problem_," he thought to himself, _"maybe it's a psychological problem…"_ He had given it much thought already while he was once again testing the symbiote for its weakness. Using the small pincers on an actuator, he pulled another glob of the black goo out of its tube. No piece of it had died yet, so… now what? He had tried with chemical compounds, fire, etc. He knew that electricity could hurt it…but… electricity hurt every living thing. And it wasn't exactly a weakness. What use was that? He placed the goo in a small, flat container. He stared at it, chin resting on his fist. Peter came down quietly and sat down in a large, leather chair.

"I'm out of ideas Peter… What's left to try?" Otto said wearily, "I'm at wit's end."

**This is tough**

**Man, this thing is durable!**

**It's stupid**

**Methinks we've hit a brick wall…**

Peter sighed, "Have you tried fire?"

"Yep."

"Chemicals?"

"Yep.

"…uh… different amounts of electricity?"

"Yes, yes…" He paused for a moment before picking up a wrench from the workbench next to him. He looked at it a moment before continuing, "Maybe, I just need to smack it real hard, see what happens."

Peter grinned as Otto put the wrench back down. His smile dropped a bit before he realized just how serious the situation was. Peter knew that if they couldn't find the weakness to the symbiote, then stopping Venom would be near impossible.

"I've found out a new property of this thing," Otto broke the silence.

"Oh, really?"

"Yeah, it can heal wounds inflicted to its host in order to keep its life force at full power," he read right off of the screen.

Peter thought about this for a while. "That means it's living off Eddie, isn't it?"

Otto paused, pondering this. "…Yes… I'm afraid so."

They sat in silence for a while. "Does that mean that if this thing bonds with Eddie enough, that separating the two could kill him?" Peter asked horrified.

"Yes…" Otto replied, returning to his vigorous typing.

Peter sighed. They sat there for what felt like forever, with nothing but the sound of typing being the only thing heard besides their breathing.

After a long while, Otto stood up and stretched. "I think that's enough for one day," he said as the actuators put the symbiote back in its contained and secured the lid.

Peter pulled out his mask as Otto unfolded the armor. Peter watched as it unfolded and locked into place before removing his shirt, exposing the red and blue, webbed spandex of Spiderman's outer covering. He pulled the mask over his head as they both ran up the stairs and slipped out the window into the late afternoon air.

It was surprisingly warm, even for New York…well, actually, one shouldn't say warm, but pleasant. The fading red light from the setting sun cast long shadows from the tall buildings across the ground. They lengthened with each second.

"Come on!" Peter called back to his friend.

"Where are we going?" Otto asked back.

"To wait for Cat," Peter said, landing on the face of a building suddenly, catching Otto off guard. As he tried to make up for the lost move, he attached an actuator to the building that he was flying past and pulled himself to a stop, slamming into the wall with a dull thud. "Ahhh," he groaned, pulling himself up to eyelevel with Peter. "I… just wasn't paying attention," he said as Peter looked at him curiously from behind his mask. They both climbed to the roof and sat; Peter on the edge on the corner, Otto, a few feet below. He situated himself on a thin stone strip that ended with a low-crouching gargoyle. Otto put his feet up on its head, leaned back against the wall and sighed. The sunlight glinted off of the metal chest-plate, gauntlets and shin-guards.

Peter looked around. The sun was now three-quarters down on the Horizon.

Otto sat, oblivious to everything else in the world, thinking. Though his chest ached, it wasn't really bothersome, just kind of… enough to garner notice. Maybe it had something to do with Rosie. He just couldn't tell.

A small noise came to their attention. The tiny 'Chink' of a metal knife to stone. There was the sound of air being displaced, followed by someone landing on the roof.

"Hey guys!" Cat chirped, walking towards Peter. She noticed that the two were relatively quiet. "Wait a minute… where's Otto?"

"Hi, cat," he said with a sigh, looking at her from over the roof with one actuator.

"You'd better have a good explanation for why you made us come _here_, then show up half an hour late," Peter said stiffly and getting to his feet.

"Peter, come on! I am _never_ on time," Cat said in 'As-a-matter-of-fact' tone. Otto had climbed to the roof and stood, arms crossed, staring at the two young beings. Cat's hair was certainly longer, down to just below her shoulders. "What's up with you guys? You both look a little blue." The men just stared at her for a second.

"You guys work too hard," she said noting their tired expressions, especially Otto's.

"Well… I do know the thing to cheer you guys up," she said turning her back and walking to the edge of the roof.

"What?" Spiderman asked her.

She turned to look at them, the moonlight casting a silver-blue glow over her snow white hair and her skin tight black leather body suit.

"I certainly hope that the two of you are in for a little action," Felicia winked as she disappeared over the side. Otto's and Peter's eyes widened before they followed her.

* * *

Harry still lay on the floor a few hours laterwhen Eddie went back to check on him that night. He gently shook him awake. Harry looked drowsily at Eddie, a little bit of drool running down his mouth.

"Hey, you okay?" Eddie asked, helping Harry to his feet.

Harry wiped his mouth and looked around. "Wha? Where-?"

"You've been asleep for over 24 hours," Eddie informed him. He had dismissed Harry's spiky behavior as an effect of the gas. He had those anger spikes frequently. The sooner the 21st came, the better…

Harry walked out to his office. He walked over to a window, opened it and sighed. The cool, night air blew in his face. He felt so sick; like just about any minute, he could throw up. 'Just two more days,' He told himself. The gas quickly switched into effect. His feelings disappeared and were replaced by insanity.

* * *

Otto, Felicia, and Peter sat in the grass in central park. Just a relaxing moment after opening a major can of whoop-ass on some gangsters. There wasn't anything but silence where they were. Otto got to his feet, "I'll be right back."

"Where are you goin'?" Peter asked.

"Just to get something," and with that, he disappeared.

Peter flopped back, his mask lying in the long grass beside him. Felicia did the same and sighed, looking up at the sky and the stars. In about five minutes, Otto returned carrying a laptop. He sat down in his original spot in the grass, opened the laptop and began typing.

"What's that?" Cat asked.

"This? Oh, nothing much, just some research on the symbiote that we found on that tree a while ago. Remember?"

"Yeah," She said, flopping back down.

Otto sighed heavily in frustration.

"Is that what's been giving you guys such trouble?" Cat asked, propping herself back up on her elbow.

"Yeah… we've tried everything, but we can't seem to find its weakness," Peter said glancing over at Otto, knowing what he was going to say next.

Otto turned to look at the young man. "What do you mean, 'We?'" he asked. A smile was beginning to form on his lips.

"Aw, come on. You know I'm not smart enough to work all of that computer stuff," Peter said mockingly.

"You mean you're too lazy," Otto mumbled to himself, grinning. The actuators snickered to themselves.

"What was that?" Peter asked, raising his eyebrows.

"Oh, nothing," Otto said quickly, bursting into laughter. Cat grinned. "Oh, I give up… for tonight anyway," Otto said shutting the laptop, setting it on the ground, and laying back in the grass. He folded his hands behind his head and sighed. Three friends, all with different abilities that set them apart from normal people.

"Hey, what's that star right there?" Cat asked curiously, pointing to a bright blue dot in the inky-black sky.

Peter stared at it. "I dunno," he shrugged.

Otto gave him a sidelong glance out of the corner of his eye. "Oh, you're helpful… It's Vega."

"Why does it appear bluer than the others?" She asked curiously.

Peter closed his eyes, but listened fully to what Otto had to say.

"Well, it looks that way because of the rate of Hydrogen fusion in the core."

Cat nodded.

"To make a long story short, it just burns faster and brighter than other stars. It's also hotter by an exponential amount. Take our sun for example; it's yellowish and dimmer than Vega, because of the rate of the fusion. Our sun's just going to burn longer than a white or a blue star."

"Wow… I've never thought that was the reason. I just thought that was because of the different compounds-" She was stopped by a yawn. Peter smiled. _'Science Nerds,'_ he laughed to himself.

Otto checked the time on his watch and stood up. "I'm heading in."

"Yeah, I'd better be going, too," Cat said standing to her feet and brushing herself off. "It was fun. I'll see you guys at the event in a few days," She called back as she ran through the trees, disappearing.

"I'm just worried that we won't be able to defeat Venom when the time comes," Peter said, rubbing his forehead.

"Don't worry, we'll think of something," Otto replied, picking up his laptop and leaping into the air, using his actuators to carry him through the trees to the apartment. Peter followed close behind. A good night's sleep was beginning to seem like paradise to him.


	17. Chapter 17: Bit of a shock

Author's Note: Okay, on w/ chapter 17! 70!!! 70 reviews. WoW! On w/ Chapter 17 'Kay?

Please review quickly so I can get the good part up!

* * *

**Chapter 17: Bit of a shock**

Peter quietly slid into his bedroom. He placed his mask in an empty drawer before changing into some more comfortable clothes. He put the suit next to his mask and closed the drawer.

He climbed into bed next to MJ. Peter gently ran his hand down her face. _Mary Jane Watson, the girl next door, the girl I love, Now the girl waiting for me at the end of the day_, He thought to himself. The nagging feeling in his stomach was bothering him again. Tomorrow would be the day of reckoning, the day that Harry and Eddie would go on a reckless rampage just to get to him.

He sighed. MJ heard him and opened her eyes. She smiled at him, "Hey Tiger," She said softly. Peter just smiled at her and held her close.

"What's wrong?" She asked quietly. She too could sense something about him. He was always worried. He had been that way for a week.

"Oh, nothing," Peter smiled reassuringly. They held each other close. Peter prayed to himself that nothing would go wrong tomorrow.

* * *

Otto woke up before anyone. He stood in front of the large half-moon windows, staring at the sky. Streaks of reddish-pink and blue were beginning to snake their way across the sky. The dim light reflected off of the dark lenses of his glasses. He crossed his arms in front of his chest and sighed.

He stood there for a few seconds, thinking. A tap on the widow jerked him into perspective. The tentacles hissed defensively. "Down," he said reassuringly to them. His eyes darted to the source of the noise to find Cat standing out on the balcony. She was beckoning him outside.

"Alright, alright," He whispered, unlocking and opening the window. He stepped out into the breezy morning air. "What're you doing here?" Otto asked, yawning.

"Well, I was going to break in, but I saw you were already up, so… yeah," She answered.

"Uh, um… actually I was looking for more of an answer pertaining to _why_ you are here this early."

Cat stared at him for a minute. "I've got some things at my place that could prove useful to us for today," she said, jerking her white-gloved thumb over her shoulder. She looked around Otto a few times, only to come face-to-face with a red 'eye' of a tentacle.

"What are you doing?" Otto asked suspiciously.

"Is Peter up yet?"

"No…"

"Well, when you get him up," she said, pulling out a folded piece of paper, "Here are the directions to my house."

Otto unfolded the paper and skimmed it. When he looked up, Cat was gone. He looked over the cast-iron railing to the street below. She just…disappeared. He rushed back inside.

About ten minutes later, Otto was gently shaking Peter awake. "Hey, wake up," he muttered, being careful that he didn't wake MJ.

Peter groaned, turned on his side and opened his eyes. He was staring at the gold chest-plate. Otto was already dressed and fully armored, his weapon slung across his back. _'No Otto, if it's another robbery…could you take care of it?' _Peter thought groggily. He turned over and sighed. MJ opened her eyes and looked at Otto.

Otto flattened his eyebrows into a scowl, "Get up!" he said in a normal voice.

"Alrigh- I'm up!" Peter said startled. Otto left the room as Peter grabbed his suit from the drawer and dashed into the bathroom. Otto leaned against the wall, waiting. Peter ran back into his room, the Spiderman costume showing its full colors; his mask dangled from his hand. He hastily pulled on a pale-blue button-up, a pair of jeans and his vest. MJ hugged him, "Come back in one piece," she whispered in his ear. Peter walked down the hallway to May's room. He bent down and gave her a kiss on the cheek.

As he turned to leave, his Aunt's soft voice called to him, "Peter, where are you going?"

"Press conference," he said hastily.

"This early?" His Aunt puzzled.

"Well, Jameson wants me there in case anything happens and Spiderman shows up," he replied.

"Just be careful," she warned before walking up and hugging him tightly, "I'll see you this evening, dear." Peter ran out of the room and into the main hall. Rosie and Otto stood talking in low, concerned voices to each other.

Otto held her close, "Don't worry. I'm sure if anything happens, Peter, Cat and I can take care of it."

She looked up at his face, sighed and shook her head. The scientist, now a warrior. He held her close to him.

"Just be safe… I love you," she whispered. She handed him his trench coat. He slipped it on, removing the back piece, allowing the tentacles to slip through the four symmetrical holes in the back. He flexed his muscles to make sure no tension would hinder his movements.

"I will, don't worry." He ran to the window along with Peter, now changed back to Spiderman. He opened it and they ran through. Otto looked back at her. "I will come back, I promise," He said as he slipped on his sunglasses, and then leapt from the railing.

"So where is this place?" Peter called to Otto. It was surprisingly windy that day. Otto jerked a tentacle upwards, flinging himself out of the steady forward pace. Spiderman landed nimbly next to him.

"Lemme see these 'directions,'" Peter said taking the paper from his hand and pouring over it. Otto didn't seem to stir; he was staring towards the direction of the sun. The sky and the fiery orb that was beginning to peek over the horizon were blood-red. _'Blood,'_ Otto thought to himself. He had a dark feeling in his stomach that there would be a lot shed from both sides. But… this was, in a sense, a war. A stupid, continuous battle, all in the name of what?... Revenge. Harry wanted revenge for his father's death. Venom just held on to hatred that lingered for years. The hatred that grew into bloodlust. Brock just wanted Otto dead… bottom line and end of story. Lucky for Eddie, Harry wanted him dead too. Peter slapped Otto on the arm, "Come on."

Otto took the directions back from the young man and leapt off of the building, sling shooting himself forward. Peter zipped after him; a red and blue blur. After a time they came to a heavily forested area in the North-Eastern end of the city. The sun was still low in the sky. They landed in the grass next to a high, white, stone wall. Otto made sure there weren't any security cameras before retracting the tentacles into his coat. Peter dived into a bush and pulled his normal clothes over his suit.

"Will you hurry up?" Otto muttered through his teeth as Peter came out, stuffing his mask into his vest pocket. Peter walked up to the tall gates and pushed a button. A stiff voice sounded from the other end of the line, "Yes? Who Am I speaking too?" The voice had an extremely heavy, formal British accent.

Peter pushed the button again and held it down as Otto crossed his arms. "Uh, Peter Parker and Otto Octavius, Ms. Hardy asked us to come?"

"Ah'll announce you," stated the voice. Otto sighed and stared down at his boots.

"Relax; I've known Felicia longer than you have. She's just a normal girl, who likes adventure and-" Peter was cut off as the gates swung open. Otto's eyes opened really wide as Peter's jaw dropped. "With a front lawn half the size of central park!" Peter continued. A man in a security uniform stood in front of what looked like a large golf cart. He bowed and gestured towards it. Otto blinked a few times, eyes still wide open, before clearing his throat. Peter jerked back into reality as he and Otto walked to the vehicle.

"Ladies first," Peter said with a wry smile. Otto gave him a flat look. "Eat my shorts," he said sarcastically. The vehicle lurched forward and fairly flew over the grounds. A large, white-washed house loomed up in the distance.

"I have a question," Otto asked the driver, "When does this place apply for statehood?"

Peter snickered.

After about five minutes, they pulled up to the huge, oak doors. Otto was about to knock when they opened to reveal a kindly-faced butler with large sideburns. "Ah, Ms. Hardy is expecting you. Please come in," he beckoned to them. They entered, staring in awe at the interior.

"Otto, Peter!" Felicia cried happily, running down the stairs. She came close to them, "I know this is kind of sudden, but I've been getting some things together. I hope it will help us," she muttered as an older woman appeared at the top of the stairs. She locked gazes with Otto for a moment before her hand flew to her mouth, "Oh, as I live and breathe, Dr. Octavius!" She walked down the stairs as Otto bowed formally, "Anastasia."

"You two know each other?" Peter asked.

"Why, yes, Mr. Parker, the Hardy foundation funded one of his projects years ago. It was a huge success." She smiled warmly at him. "I almost didn't recognize you at first. You've gotten so thin," she added. Otto smirked.

"Have you guys had breakfast yet?" Felicia asked them.

"No," They replied simultaneously.

"I'll put some tea on," Anastasia said, walking to the kitchen. "Gerard? Please tell cook to fix up something for us." She disappeared into the kitchen as the kind-faced butler smiled warmly and headed the opposite direction.

"When does this thing start?" Otto asked.

"Noon," Peter and Felicia responded. "It's 7:00 now," She added. "We've got five hours." Otto nodded as Anastasia came back around the corner.

"Otto, take that Damn thing off, you're going to overheat," Felicia grinned, glancing at her mother. Otto stared at her with a look that said, 'are-you-nuts?' He reluctantly obeyed and took off his trenchcoat as Anastasia set the tea tray down. She looked up at him, gasping slightly and shying away at the tentacles. "I-I had no idea that you were…" She said nervously.

"Mother, please, it's okay… he's tame," Felicia said soothingly. It kind of discomforted Anastasia to see Doctor Octopus standing so close to her daughter, not to mention towering a good foot-and-a-half over her head. The actuators looked curiously at Anastasia.

**Wow, she really is scared of us**

**Okay, someone took a trip to crazy town**

…**heh, make that the mayor of crazy town**

**I'm surrounded by idiots**

Otto thought about talking to them, but thought better of it. Anastasia felt a slight glimmer of reassurance at her daughter's words.

They sat down and quickly ate breakfast. Anastasia just couldn't believe it. The man who had been a long time friend was now the eight-legged monster of urban legends. Otto looked nervously to her. "I'm not making you nervous am I Ms. Hardy?"

"O-Oh, no, no dear… you're fine," She smiled. The actuators staring at her.

Otto paused, looking at her through his glasses and grinning. "Boo!" he suddenly interjected.

Anastasia gasped. Peter bit his lip to keep from spewing his mouthful of food onto the table. Felicia suppressed a laugh. Felicia's mother still held her hand to her chest in panic.

"Mother, calm down, it's all in the name of fun; Otto's a good guy now. Please try to relax," Felicia tried to calm her mother. She sighed.

A good hour later, the two men followed Felicia down a whole mess of corridors and into an enormous laboratory. "Whoa!" Otto sighed, his eyes once again opening wider. So much so that his glasses slipped down his nose. He hastily pushed them back up to neutralize the overwhelming light. Felicia checked the clock on the wall, 8:30. The tension was killing all three of them.

Peter nudged Otto in the ribs. "Oh, yeah." Otto took out a small vial from his pocket. Inside, a small mass of black goo moved around in it.

"Why did you bring the symbiote?" Felecia asked; making sure that no one was around.

"Well, I figured that your boys could do a little research on it… besides, it's only half of it, It might be faster if we have two parties researching it," Otto shrugged. Felicia took it from him and placed it in a small holding chamber.

"All right Felicia, you've dragged us here real early in the morning for something, so… what?" Peter asked, crossing his arms.

"I have a few things… somewhere," She said rummaging around on a workbench. "Here." She took out a number of small mechanical things.

"What's all this then?" Otto asked, his eyes quickly darting over the things. "Well, I decided that if we are to defeat these guys, then we should be properly equipped… let's see," She said handing them a small earpiece that had a small microphone on the end of it.

"Well, these could be useful," Peter said hopefully, shoving the piece in his ear.

"Well, yeah, haven't you ever heard the phrase 'Divide and Conquer?" She paused before explaining the rest of the objects. "These are trackers. Quite durable, I might add." Otto held one up to the light. It was so small.

She took out what looked like a mini cattle prod. "This, I only made one since they are so complicated. It's capable of disarming any electrical object. It also is really useful for poking someone," Felicia added as Otto held it close to Peter and smirked.

Peter moved a few steps away. "I think he should carry it, He's got the utility belt."

"Yeah, a real baggy one," Otto replied pulling on the side of his belt. He slid the mini-cattle prod into an empty ring on the belt and waited as Felicia distributed the rest of the stuff.

"Help yourself to the computers," Felicia said motioning to Otto. He went over and began, once again, to do some last minute research on the bit of symbiote.

Felicia watched Otto turn his back to them and began busily working as Peter fiddled with some of the gadgets. She kept her eyes on Otto for a while. The only thing she wanted in the world at the moment was to see the eyes that he hid behind the dark glasses. Whenever she had seen him, his eyes were not visible. '_Just who was he?'_ She knew the practical answer, that he had once been a great scientist, working to benefit mankind. But she wanted to know just _who_ the man that she fought side by side really was.

Otto felt eyes boring into the back of his skull. He turned quickly and looked quizzically at Felicia. Her long, blonde hair that fell past her shoulders reflected the light from the fixtures overhead. She had busied herself with something that Peter was looking at. He could swear that she was staring at him.

About an hour and a half past, the whole time, nothing but the sound of typing filling the air. Somewhere within the house, a grandfather clock chimed, its deep, booming bells sounding through the house, signaling noon. Felicia disappeared for a moment, reemerging in her black leather body suit with its low collar, white, fur-topped boots and gloves and her spiked collar. Her hair was still a golden color as she pulled out a black eye mask. She placed it over her eyes and paused. There was a disturbance and her hair changed snow-white, and her muscles increased. Her voice became more adventurous-sounding and she smirked, "Ready?"

Peter appeared next to Otto, decked out in full uniform. He nodded.

Otto lifted the flap on the gauntlet and pressed the switch. The gold armor unfolded from the leather-like straps. It locked into place.

"Let's get this over with," he sighed, the lights overhead flashing off of the armor and the goggles on Otto's head.

* * *

Sorry, kinda ran out of room in this chapter, but I promise! Next chapter is when the sparks really start flying! This I swear!

Special thanks to**: xXFissshBonesssXx**,** Agent Silver**,** Mark C**,** Lordlanceahlot**,** Silver Spell**,** Moonjava**, and the rest of U nice reviewers!


	18. Chapter 18: Pride and Prejudice

Author's note: Just a note before we begin. Well, first of all, thanks for the constructive criticism, sketchyneuron. Um, I will try to get around to cleaning that chapter up a bit. I was being kind of rushed that week, things were constantly happening and it was difficult to devote all of my attention to that chapter, so sorry if I seemed to rush and the wording appeared childish, and it was overall crappy. So, I offer my most sincere, heartfelt apology. This chapter will be a little smoother, I promise.

* * *

**Chapter 18: Pride and Prejudice**

When the three of them arrived in Times Square, people stretched as far as possible, with a tarp draped over a large bulky object in the center of it all. Peter hastily finished shoving his mask in his pocket and took out his camera. "I'll catch up with you guys later." With that being said, he disappeared to find Mr. Jameson before he got his head bitten off. Otto and Felicia switched on their headsets and split up into the crowd.

Otto moved his way through the massive gathering, his trenchcoat flowing behind him. A tap on his shoulder almost startled him to the point of bearing the actuators. He whipped around, growling. Kurt staggered back a few inches. "Whoa."

"Ah, sorry Kurt," Otto said, ruffling his hair. Lilia came from behind Kurt and stood next to him.

"Hey, how's she doing?" She asked Otto.

"Hey- Oh, God, you've heard about that too?" Otto said rubbing the back of his head guiltily.

"Of course, but she's okay now right?"

"Yes," Otto said hastily.

Somewhere in the crowd, a voice called to her. "I'll be right back," Lilia said, lightly touching Kurt on the shoulder. Kurt watched her leave, staring after her lovingly. Otto smiled. When Kurt turned around, he noticed his friend's expression.

"What?"

Otto raised his eyebrows, "You like her don't you?"

"Not in a million years, she's-" Kurt began to fade off a bit as Otto cut in.

"Yeah-huh, say what you will, I think you've got the hots for her," Otto grinned. Kurt stared, open-mouthed, lost for words. "Hey, it's alright," Otto said calmly. The crowd erupted into an uproar as the mayor and his wife ascended to the podium. He beckoned the crowd for silence. On Otto's earpiece, static crackled a bit before Felicia's voice came in full and clear. "Can you hear me now?"

Otto held the tiny microphone to his mouth. "Yeah… Peter?"

"Yeah, I can hear ya'."

"Alright guys, keep an eye out for anything suspicious," Felicia said over the communications systems. "Even the first glitch of something odd, you know what to do."

"Otto? We still don't know what the Symbiote's weakness is," Peter said in a concerned voice.

"I… I'll think of something."

"Alright guys," Felicia said, the sound of her mike leaving the conversation was heard.

"I'm out," Otto sighed, and let up on the communication button. Lilia returned and was standing close to Kurt again. Everyone turned their attention to the podium.

The mayor tapped the microphone before speaking in a clear voice. "People of New York! We are gathered here today to unveil a new statue in commemoration of someone who watches over us day and night! I give to you, our new statue of… Spiderman!!!"

Peter watched as the tarp fell, revealing a huge statue of his alter ego. He was in web-slinging position. The bronze shone in the sunlight. Peter shook his head, smiling.

"Parker! Quit residing in la-la land and start takin' pictures!" Jameson yelled.

'_Jolly Jonah,'_ Peter thought as he raised the viewfinder to his eye. The bad feeling was returning again.

Somewhere else in the crowd, Otto stared at the shimmering bronze of the statue. "Well, that was to be expected," He said to no one in particular. He pulled the coat tighter around himself, around his chest-plate. "Where are they?" He muttered through his teeth.

The tentacles twitched slightly under the coat, sensing their father's uneasiness.

**Do not worry so much **

**Yes, they are not here now**

**Relax for the moment**

**Yes, you really must. You are making us nervous**

"Don't be naïve," He whispered. "They _are_ here. They're just biding their time."

**Alright**

**Fine, we shall wait and see**

…

**As you wish**

Their voices silenced. A half hour passed. The mayor and his wife had come down from the podium and were now standing amidst a large ring of reporters and people from the press. Otto could clearly pick out Peter from the mob, standing next to Jameson, who was yelling in his ear.

Otto activated and spoke into his headset, "Felicia?"

"It's Cat now."

"…fine, Cat?" He asked again. "I don't get it."

"I don't either; they should have already shown themselves…" She said.

Otto was busy staring at something in an alleyway across the square.

"Otto? Is something wrong?" Cat asked from the other line.

He kept staring at the source of his discomfort. "Yep," He spoke slowly. Black Cat stirred from the rooftop where she was seated. "I'll get Peter." There was a bit of a pause. "Hey Spider, Heads up!" She hollered into her piece. Otto watched something in the alley hover for a moment. "We have a Goblin," He interrupted Cat and Spidey's conversation.

Peter looked around as he pulled on his mask in an alleyway nearby. He hoped that Jameson hadn't seen him disappear.

Seemingly out of no where, a brass sphere came and landed in a crevice on the statue. It violently exploded in a fiery column. The explosion itself was bright enough to make everyone avert their eyes and immense heat radiated from it. Otto held up his hands to block the light. He blinked for a moment, his vision swimming. As it cleared, two figures appeared; one on a glider, the other alighted atop of one of the flag poles. The sun reflected off of the Green Goblin's armor.

Everyone looked to the now partially molten statue, the face and arms disfigured. Small pools of molten bronze dotted the concrete.

"Honestly Spiderman, it doesn't look a thing like you!" The goblin yelled to Peter as he swung out from the alley and attached himself to the corner of a building. Cries of dismay erupted from the crowd. Amidst the crowd, Otto suddenly ripped off the trenchcoat, exposing the armor and actuators. More screams and cries, both positive and fearful called out to him as people moved away in panic.

"Go get 'em!" One woman screamed. Using the actuators, he launched himself towards the Green Goblin, only to be smacked down and pinned to the concrete by Venom. "No, no, no… you're mine!" He hissed. Otto squared his jaw and brought both of his feet up to Venom's stomach. Once they connected, he flipped him over and off of him. Venom snarled angrily, exposing his white, razor-sharp teeth. Otto just glared and drew his staff.

* * *

Spiderman watched as the Goblin dodged all around the square on his glider. If he didn't stop him soon… He let out a webline and darted after him. Finally, he managed to attach the end of one to his glider.

"Well, well, it seems I have a cling-on!" The Goblin laughed, "No matter." And with that he removed a brass sphere from his belt. It was different from the ones he normally threw; it had a green opening at the top. Goblin tapped a button on the side and waited a few seconds before flinging it up to one of the balconies where a group of pressmen were standing. They stared in fear at this thing before it unleashed a bright flash and a small shockwave. The men standing there for a second became bone-dry skeletons as it touched them. People down below screamed in horror as they crumpled into dry heaps on the ground.

"Harry, NO!!" Peter screamed. He remembered very well that same sphere that Norman threw.

"Give it up, Pete! I'm the Green Goblin now." He abruptly turned his glider, slamming Spiderman into a glass window on the building in front of them. The shards of glass sprayed everywhere as frightened secretaries darted about screaming. Peter got up, brushing the shards off of him. A few places on his costume were ripped.

Outside, Peter watched the Goblin zoom by, cackling. "I just have to wait for the right moment," he said as he attached two very thick lines to the open window's sides. He pulled back and held it. 'Hey, it worked for Ock, maybe it'll work for Gobby,' He thought to himself. Right before Harry passed the window again, Spiderman shot out, knocking into his body. His momentum knocked them both off of the glider. They plummeted to the ground, exchanging blows. Thank heavens on their part, they weren't that high off of the ground. As they hit the concrete, Harry flipped Peter over with his legs.

Peter slammed onto his back, hearing the screams and cheers from the crowd and the snarls and yells of Otto as he and Venom clashed. But… where was Cat? Peter opened his eyes to see the gruesome mask of the Green Goblin hovering over him.

"Now, let's let New York see, just who's behind the mask," He spoke harshly as his fingers found the flap and began to slowly pull it up. Peter closed his eyes in defeat as he heard a kick being given and a growl. The upward tension on his mask disappeared and was replaced by the mask being pulled down. He opened his eyes to find Cat looking down at him.

She helped him to his feet, smiling. "Y'know, you really should put a little more into it."

Peter looked at her fondly for a moment before his spider senses went off. He shoved Cat out of the way as a spinning object with many blades came flying towards them. Peter bent over backwards as it missed him and flew towards the other two combatants.

Venom hissed and leapt up to the face of a nearby building. Otto saw it and tried to dodge it, but the tip of one knife found its mark and slashed across his arm. Otto looked at it. It wasn't that deep, but still. Venom saw this as an opportunity and released a black webline. He swung low and took hold of Otto. As they headed up to the top of the swing arc, Venom hurled Otto with all of his strength towards a large wall of lights. Dropping back to a flag post, Venom sprung forwards and grabbed hold of Otto, increasing their velocity.

'My god, he's gonna do anything to kill me,' Otto thought as he used all six of his arms to rip Venom off of his torso and pushed him in front. Using an actuator, he slammed it into his adversary's back, stopping his own momentum as Venom hurled towards the light board. Otto landed on his feet and watched as Venom slammed into the screen where a reporter's face was. There was a loud crash, and the picture was disabled. Showers of sparks fell as Venom crashed into the grass and lay still for the moment. The screen had a large hole in the center, exposing the wires and circuits.

Otto adjusted his sunglasses and sighed wearily.

* * *

The Green Goblin had found his glider again and was jetting towards Cat and Spidey.

"Cat, you need to get out of here!" Spiderman yelled.

"Like hell I will," she called jumping towards the Goblin. He wound up to punch her and when he did, she moved her head, making it look like he had really punched her. Cat looked up immediately and grabbed a hold of his outstretched arm. She flipped over and kicked him in the face. Harry swaggered and fell off.

Venom by now had regained consciousness and was now on his feet. Otto raised his staff defensively. Cat suddenly appeared out of nowhere and kicked Venom square in the chest as he was moving towards Otto. Otto straightened up and watched as Cat got a few good hits in. Venom, in one swift movement, ducked the last one at the last second and brought his fist forward. His fist connected to the side of Cat's face, flinging her backwards.

"He was just toying with her… that could mean… he's been toying with me?" Otto mumbled.

That was the hardest punch Felicia had ever felt. Spiderman ran to her and helped her up. Otto looked over at her, worried. She had a large red mark on her cheek and a bloody lip.

"Otto!" she called.

He looked to her.

"…when you kick his ass, kick it once for me," she breathed. Otto smiled and nodded.

"Cat…Take this guy to the hospital," Peter said pointing to a burned man on the ground.

"But…" she started. She knew why Peter was doing this. He didn't want to see her hurt. She nodded with a hurt look. She didn't want her friends to die. Cat ran over to the man. "It's okay; I'm getting you to a hospital." She released a line and swung away, the man over her shoulder.

Peter looked to Harry. Before he leapt after him, he looked to where Otto and Venom had been standing a moment before. They were no longer there, but halfway up the building, fiercely exchanging strikes.

"Come on, Harry… let's finish this," Peter said.

Harry took out another brass sphere from his belt and laughed.

* * *

Eventually, Venom and Otto reached the top of the nearest sky scraper. Otto viciously struck out at Venom with his staff and all four actuators, knocking upside the head a few times. A few times, Venom would block and slash out with his claws. That one time, he sliced his talons across Otto's chest plate. Sparks flew off from the force and Otto slammed his bottom two actuators into the concrete to brace himself. Three long claw marks appeared in the metal as Otto threw himself at his symbiote-clad foe.

**You bastard!**

**Hold still!**

**I…Can't …Get…Him!**

**Ha!**

The fourth one became excited as he tagged Venom on the thigh with its spike.

Otto lashed out one last time with his staff with all of his strength. (That's a lot.) He closed his eyes as he heard a crunch. Looking up, he saw Venom, openly moving his jaw up and down, metal fragments from around his teeth. Otto looked down at his staff. Half of it had been bitten off.

"Awww, I liked that too," He said, tossing the remains of his former weapon over his shoulder. He removed the staff's sheath and flung it away from him too. The next few minutes were spent as metal clashed with symbiote, flesh against flesh. Otto hit Venom in the face hard enough to throw the man to the ground. The symbiote slid away from Eddie's face for a second, revealing a bloody nose and many bruises.

Eddie looked to the man that he had down-talked so much in college. 'How cold he become so strong?' Otto didn't do anything. They just stared at each other. Eddie looked at him. The scarred metal chest plate, the dried blood down his arm, the actuators. Doctor Octopus. Eddie no longer saw the slightly frumpy science nerd he was used to, but a chisel-cut warrior. The symbiote slid down his face again. Venom had a plan.

He leapt off the edge and disappeared. Otto looked over the side. He saw Venom swinging towards the Empire state building. So, what? He followed.

After a few minutes of haste, Otto found himself standing in the small square below the immense face of the building. A piecing scream filled the air. Venom had a child in his arm and was making his way up to the top. Otto's heart flew up to his throat. Just what was he playing at now?


	19. Chapter 19: Solutions

Author's note: Alrighty, part 2… I decided to be nice and update sooner 'cause I had a cliffhanger on the end of that chapter. (giggle)Plus my friends **xXFissshBonesssXx** and **Silver Spell** were threatening to guillotine me. Naughty, naughty!

* * *

**Chapter 19: Solutions**

The little boy under Venom's arm couldn't have been more than five years old.

"No way!" Otto spoke harshly, "He can't do this!" Otto did the only thing he could, pursued them.

"Almossst there," The symbiote hissed, "Thisss isss it." Dull thuds were heard below him, pounding on the sheer face of the concrete building. Venom looked down to find Otto fairly flying up the side using a mix of wall jumps, wall sprints and the tentacles.

Reaching the top, he held to the boy by his collar and puffed out his chest triumphantly; the white spider stretching across his chest shone in the sunlight.

"Well, well… It ssseemsss we have a choice to make," he hissed, "Either you come get him, and fight me… or thisss little one fallsss to his death," He said holding out the little boy. Venom grinned evilly, baring his teeth and lowering them near the cringing boy's neck. The little one whimpered fearfully; down below, his mother was hysterical.

"Don't you dare, Brock! Haven't you already done enough?!" Otto yelled. He feared for the young one's life, this time however, he prayed that Spiderman would not interfere.

"Oh, maybe… but not to _you,"_ he snarled.

"You SERIOUSLY need to get over it!! She doesn't love you!!" Otto was growing more tired of this little charade that Eddie was playing. Rosie had made the decision to be with him years ago. Otto moved farther up the building towards the child. Tears were now falling down the boy's face. After yelling that, Otto felt the small ache in his chest disappear. _"That's what it's been all about this whole time,"_ Otto thought, _"It's because of… Rosie. Now I know how Peter feels about Mary Jane. He can't be with her without constant danger threatening them."_ Otto felt somewhat relieved and somewhat troubled. He knew why the pain had been there, but a new realization appeared, and that was the realization that there would always be danger… because he was Doc Ock.

Venom hissed and began climbing the spire. "NO!" Otto shouted, flinging an actuator at full speed. It grabbed Venom's ankle and pulled back, "You're not going anywhere!"

"Idiot!"Venom spat. He dropped the boy to the concrete a few inches below. The little one scrambled behind the spire clinging fearfully to the steel bars that were its composition, and watched in awe as Doctor Octopus and Venom struck fiercely at one another.

Otto managed to pull a fast one on Venom and buried a spike into the fiend's hand.

**Heh, heh, I got him!!**

**Let us now have a turn**

**We'll make him pay for ever messing with us!**

**Die, DIE!!!**

Venom roared furiously andwith his free hand,punched Otto full on the side of the skull. The spike withdrew and Otto dropped down a few feet clutching his head painfully. This gave Venom enough time to deftly jump up a few feet. The young one watched as Otto sunk to his knees in agony a few feet away from him.

* * *

"Now that Cat's safe," Peter said, "I can finish _him_!" He let a punch fly and it smacked into the fierce helmet, shattering one of the metallic, pearl fangs. 

"Ah!" Harry groaned. He let upwards on the glider and shot up into the air. Turning it to a low office building, he leaned over and pressed a switch at the front of his ride.

A large missile hurled out of an opening, green sparks trailing behind it, and slammed through one of the bottom floor windows. Though the building was only a few stories high, the explosion toppled it almost instantly. The dying screams oftrapped clerks sounded through the warm air.

"No… No…" Peter breathed. Smoke billowed out of the remains of the building. How could his best friend; the one who he had shared many laughs with, and had been with through times good and bad, was now destroying innocent people's lives just so he could psyche him out. Peter's life was quickly becoming a miserable hell.

The green Goblin's glider came swooping in low at him, the blades on the front exposed and shimmering. Peter bent over backwards again and dodged the rampaging machine.

"Now to ditch this bozo!" Harry cackled. He flew upwards and in the direction of the Empire state building. Peter, at the last second and unbeknownst to Harry, threw a webline out with a THWIP. He jerked upwards as the glider soared. Looking below him, Peter saw the damage. It was phenomenal; smoke billowing upwards from a couple of collapsed buildings, the broken switchboard. He prayed to God that Otto wasn't dead yet.

* * *

Otto's head pounded. He groaned painfully. A small touch on his shoulder made him jerk his head up. He looked into the soft puppy eyes of the little boy. Those eyes…they reminded him of his own. The little boy sniffed and stared at the man before him. Even though he was hunched over, Otto was still taller than the child. The little boy raised Otto's sunglasses and looked into his eyes. Otto squinted for a moment from the hash sunlight before he let them back down again. 

"You don't look much different than a regular person," the little boy chirped.

"How…" He cleared his throat before continuing, "How so?"

"A lot of people said that you were a monster… but I don't think so." This kid… he wasn't the least bit afraid, even when an actuator swiveled around to look at him.

**What is it?**

**I… think it's called a kid**

**That's a baby goat… he doesn't look like a baby goat**

**Well, you gotta admit…it _is_ kinda cute**

Otto could swear that being stuck up this high, with two super powered beings known for killing people, would give the kid an early aneurism. The thought of Venom brought him back to reality.

"You might want to get back… I don't want you to get hurt."

The little boy scurried behind the spire once more. Otto crouched for a moment before springing up to the platform halfway up the spire baring the spikes. The pain in his head had subsided by now.

"Just what was Venom waiting for anyway?" Otto had it allplanned out:whenever he leapt up, he would lash out, catching Venom completely off guard. Otto wound up, placed both bottom actuators on the platform, and then launched himself upwards. As his upper body cleared the top of the tower, Venom slashed upwards viciously. His talons found their mark, much to Otto's dismay, in a spray of blood. Venom laughed at seeing the sight of Otto's blood running down his hand in a way that his did the other day.

The talons sliced completely through the skin from beneath his jaw up to his cheekbone on the left side of his face. The force of the blow knocked him away from his path of trajectory and his body fell limply downwards. He smashed partially on the platform before he fell to the base of the spire. Otto weakly reached up to feel his cheek, his bare fingertips felt bone inside of the slash marks and warm, redliquid quickly covered his fingers. The little boy screamed at seeing his savior with blood flowing freely from his face. Venom nimbly hopped down onto the platform.

"Ssso, the mighty Doctor Octopusss has finally been ssstruck down, heh, heh," Venom cackled evilly. Otto looked to him and tried to weakly raise his head, but it fell back. His glasses were gone now and the blaring light from the sun made his eyes hurt so badly.

A thin, small pool of blood appeared where Otto's cheek was.

The actuators were freaking out.

**Father!**

**Nooooo!!**

**He's wounded**

**Damn you Venom!!**

Venom slowly moved closer, his talons elongated as the symbiote stretched itself. This time, nothing would stop him from getting his sweet revenge. The actuators reared themselves up and opened their pincers.

**Father's unconscious **

**What'll we do?**

**He's coming**

**Wait… I have an idea**

The actuators snarled as Venom came closer. At the last possible second, they all let loose a long and drawn out, ear-splitting shriek. Otto's eyes snapped open and he desperately tried to cover his ears. Venom screamed, he writhed and flailed about painfully. Otto watched in amazement as the symbiote melted off of him. It was halfway off of his body when the actuators quit screaming. Eddie flopped into the pool of black and twitched.

"Sonics! That's it… Why didn't I think of it?"

Otto climbed to his feet and shook his head. He beckoned to the little boy. As the little one cautiously came over, he gently reached down and picked him up. The young one locked his arms around his rescuer's neck and held on for dear life as Otto leapt from the side of the building, weak as he was, and began climbing down.

Near the ground, he used a spare actuator to lower the child down into his sobbing mother's arms. She looked up at him, her eyes filled with tears. She honestly didn't know whether to be afraid, or grateful. She smiled at him. Blood ran down and dripped off of his chin.Her eyes suddenly widened as a thin tentacle of black slithered behind Otto and wrapped around his neck. The actuators released their grip on the wall as Otto was pulled back up to the top of the building. He hung there for a moment in front of Eddie's face, his fingers desperately trying to claw the choking stuff off. The symbiote was still halfway up on Eddie's body and he was still lying on the ground.

"Let's see if you can get outta this!" Eddie hoarsely whispered. The thin sliver of Symbiote tightened once more and Otto, gasping for breath, made one final move. With three of the actuators, he pushed off of the building, and with the other one, grabbed Eddie around his limp neck. They both plummeted towards the ground.

Otto's blood was freely flowing down his face now. The ground flew up beneath them. A small grassy area was now looking like their landing site. While Otto was transfixed both from the loss of blood and the wind in his face, the symbiote flung him forcefully. Then, dragging Eddie's limp body with it, slunk back to Oscorp. As Otto fell, an actuator desperately tried to lock itself onto the side of a building nearby, only succeeding to tear a chunk of masonry out. It greatly slowed his descent though. He then fell to the ground, skidding painfully on the grass.

The little boy that he had saved squirmed out of his mother's arms and ran to him. Because of the force that Otto had hit the ground, there was a large rut in the terrain. The young one grabbed a hold of one of Otto's actuators and was trying in vain,to turn him over on his back.

Many people were desperately trying to call him back from a distance from fear of getting too close, but the little boy still called out for someone to help him. One man, dumpy in his appearance, but still strongly built, walked over and took Otto by his shoulder and flipped him gently onto his back.

"Geez," He spoke in his heavy Manhattan accent at seeing Otto's bloodied face and slash marks in his armor. The man stared at him as others came around to see the fallen hero. Otto groaned and stirred, arousing gasps from the tense group of people. Painfully opening his eyes, he saw a large ring of people hovering over him.

"See? He's not any dif'rent from me 'n you!" the little boy called to the others. "He saved me and he's hurt!... Bad!!"

Otto smiled weakly. He could feel the mixed tensions in the crowd. Multiple hands and arms lifted his shoulders up and supported him. He slowly looked back and forth, his breathing was ragged. Looking to the front again, he saw the dumpy man. He had seen him before, but where?

"'You okay?" The man asked. Somewhere in his mind, something clicked. The train. He had been the last one to stand in front of him when he was going for Spidey that day.

"Y-Yeah," He said. His voice was weak. "H-hey, wait a minute… weren't you?-"

"Yep, but don't worry about it, that was a long time ago."

What were the odds of finding this guy again? He groaned and shut his eyes from the impending light. A few people shoved one guy in front of them. Otto looked at him and raised an eyebrow.

"Uh, are these yours?" The young man asked taking out from his jacket, a pair of dark-turquoise tinted glasses.

Otto smiled weakly and took them from him. He placed them over his eyes. His sensitive hearing picked up a woman's whisper, "Oh, he's wounded bad."

He tried to get to his feet; the people supporting him helped him up. He looked around at the crowd and histone became serious. "Where's Spiderman?"

* * *

Peter still clung to the Glider for his life. His strength was quickly failing and he was loosing consciousness. He had hit sheer exhaustion. 

"You just don't give up, Do 'ya Pete?!" Harry yelled down to him. He removed the very last sphere from his belt. "No more Spiderman!" He held it up.

Seemingly out of nowhere, Otto jumped out and landed on the back of the glider.

"You mean to tell me, that you're NOT DEAD?!!?!" Harry screamed.

"No, your little project failed...hmmm... failed projects, ringin' a bell?" Otto asked sarcastically. Heremoved the small mini-cattle prod and jammed the two prongs through Harry's armor and into his flesh. Harry screamed as the sphere, not activated, fell out of his hand. His arm suddenly went numb and limp.

Peter went unconcious andslipped off of the end of his webline. Otto saw him fall and jumped off. Harry glared after them, then flew quickly back towards Oscorp.

Otto sent the top two actuators out and took hold of Peter as the bottom two flew to the ground, breaking their fall. Otto took Spiderman from thetentacles and went back to the apartment.

* * *

Rosie and MJ stood looking out of the half-moon windows over the park. They had both seen the smoke and explosions earlier. 

MJ looked away, towards Times Square. 'What if Peter doesn't come back?' Tears filled her eyes. Looking down, she saw something moving beneath the trees.

"They're back!" Rosie said. MJ raced to the front door as Rosie looked again at the movement to make sure it was them before following MJ.

Opening the front door, MJ raced out to the street as Otto came to her. Tears came to her eyes as she saw the unconscious, bruised body of Spiderman.

"NO!!" she screamed, running to Otto.

"Take…him," Otto breathed harshly.

"What about you?!" MJ said, horrified byall ofthe blood.

"Take...Him!" Otto said, more sternly this time.

MJ took Peter's body to the door and up the stairs delicately. Aside for a few nicks, scrapes and a whole lot of bruises, Peter was basically fine, just exhausted.

Rosie was halfway down the stairs as MJ came up in hysterics carrying the limp form of Spiderman. She moved to the side, allowing MJ to finish going up. Racing down the stairs, Rosie stood in the open doorway smiling. Otto had made his way toa light postin front of the buildingand was leaning heavily on it. Blood was flowing heavily down his face and chest plate.

Her smile dropped as he looked up at her. His breathing was really heavy. Rosie's hand flew to her mouth in horror.

Otto looked at her before his eyes rolled back slightly from exhaustion as he collapsed to the white concrete.


	20. Chapter 20: Fitful Recovery

Author's note: Arrrgh! My 'R' button and spacebar don't exactly work right without me having to pound on them. So sorry about all of the little typos where there isn't an 'R' where it should go or where there are words squished together, sorry for the inconvenience.

Please keep reviewing Moonjava; Reviewers are the only thing that's keeping me writing. I'm sorry.

* * *

**Chapter 20: Fitful Recovery**

****

Rosie ran to her fallen husband. He was beat up so badly.

May walked towards the stairs. She watched in silence as MJ drug Spiderman up and to her room. "What on Earth?" She mumbled to herself before descending to the bottom floor. "Oh Lord!" She exclaimed, seeing Otto all bloodied and unconscious.

"Help me get him inside," Rosie called, her voice cracking with emotion. They had him inside and halfway up the stairs before May sighed, "My god, these things are heavy," she said, eyeing the tentacles.

MJ stared at Peter for a while. She had managed to drag him up to their bedroom and onto the bed. May's voice called from the stairs, "MJ, we need some help!"

She glanced at the masked face of her lover before running out to the main hall; he would be fine for now. Otto was the one they needed to be worried about. She took one look at him before whispering, "Oh, my… He's worse than I thought." There was dried blood on Otto's face and armor and he groaned slightly as MJ took a hold of his arm. They all managed to get him over to the couch where they would have more room to work. After carefully laying him down, Rosie gently brushed some hair out of his face before looking up at MJ and May.

"Get me some towels and warm water, hurry!" she spoke. They ran out of the room hastily, leaving the two alone.

Rosie busied herself at finding how the armor came off. "This would be so much easier if there was a… switch," She said, finally discovering the flap on the gauntlet. She gently pressed it and the armorfolded back to the strap state. "Well, at least I finally figured out how one of your confounded contraptions work."

The metallic, pungent odor of blood filled the room. By now, Otto was barely breathing and Rosie watched as his chest barely rose and fell. May and MJ came back with towels. "Thanks," Rosie said, shooing them off.

* * *

MJ ran to her bedroom with a towel. May curiously followed her, eager to see the city's superhero. MJ sat down by his side, oblivious to May's presence and slowly pulled the red, webbed mask up, exposing Peter's bruised, sweaty face. May gasped and shrank against the wall.

Peter gently opened his eyes, "Aunt May." May raised her hand to he mouth, "The whole time… it…it was…you," She stammered. Tears came to her eyes. It had been he who had saved her all of those times. All of the times that everyone had simply dismissed him as a coward or a weakling, he had really been the best of them all.

"Aunt May, please," Peter said trying to sit up; however, his severely aching muscles wouldn't allow it. May fled the room asMJ turned her attention back to him. She began cleaning his cuts and scrapes.

"Wait, MJ… what about Otto, wh-where is he?" Peter asked her.

"He-He's…" She started.

"What?" Peter's eyes were filling with worry.

MJ looked down for a moment and Peter thought that he had passed. MJ looked up again and spoke in just above a whisper, "Otto's alive…but, barely. He's been bleeding very badly and he's now unconscious. Rosie's taking care of him, but we don't know if he will hold out." Her voice was wavering and full of concern. Peter's heart leapt into his throat at the thought that his friend could be dying. Finally managing to get up, he limped out of the room, despite his love's calls to not stress himself and get back to the bed. Clutching his shoulder, he limped out to the living room and toppled into the wall, leaning heavily against it.

Rosie looked up, startled at the noise. A few bloody rags were piled next to her on the floor. No words were spoken as Peter stared at the limp figure on the couch. Otto's face was deathly pale and even the red lights of the actuators were out. "He'll be fine," Rosie said, tending to the wounds once more. "You really need to get back to bed." Peter nodded and with the help of MJ, went back to his room. Rosie looked back at the cuts and sighed; they had stopped bleeding and were already beginning to heal themselves. Otto stirred and groaned painfully. He opened his eyes and looked at his wife. The actuators flared to life and helped him to sit up slowly. "Rosie…"

The pungent smell of blood still hung heavily in the air. She looked down at the blood-soaked rags as hot tears filled her eyes anda lump appeared in her throat.

Otto could sense her feelings and he got to his feet and looked at her sympathetically. "Rosie… I'm fine, really," he panted weakly. She shook her head, staring into his soft brown eyes. "No… no," She said standing to her feet. He walked to her and placed his hands gently on her shoulders. "Please… I'm fine."

"No," she breathed. Otto tied to speak again but she pulled away from him, "-Just… Look at You!"

Otto's eyes widened as he looked down at himself. His shirt, still wet with the blood, clung to his skin. Rosie trembled slightly, her shoulders shuddered as the tears fell down her face. Otto sat back down on the couch and patted it next to him. Rosie looked at him before sitting down and leaning against him. Otto put his arm around her and held her close. The blood smell was stronger now that she was near him, but right now, this was the place that she would rather be than anywhere else.

Taking her hand in his own, he looked at her.

"I'm frightened," she whispered. Otto's grip was firm and gentle, but incredibly weak.

"I am too… but," his voice trailed off as he sighed. She knew what he was going to say. They sat in silence for a while, Rosie with her head against Otto's chest. She listened to the steady rhythm within and his ragged breathing for a while before whispering again. "Please… promise me something."

"What?"

"Don't ever leave me."

These words had struck Otto senseless. He thought for a moment, his brow furrowing. "I won't," he whispered with the last of his strength.

"I hope I'm not interrupting anything," Aunt May meekly said walking in with a small pouch in her hand.

"Oh, No, you're not," Rosie said helping Otto lay back down. She had bloodstains on herclothes from lying against him. May walked over to Otto's side. The open skin was enough to make her flinch and the white gleams of his cheekbone inside only made matters worse.

"You're no going to like what I'm going to do," she said emptying some of the contents of a small bag into her hand and carefully turning Otto's head. One actuator looked at her curiously.

'_Oh god, I see she found the Epsom salt bags,'_ he thought to himself. May glanced at him before sprinkling the salts on his cuts.

Otto seethed through gritted teeth as the tentacles hissed and writhed. That was the only sound he made, because his expression softened, the tentacles stilled and his eyes closed. Otto felt as if he was sinking when his sight turned black and he fell into unconsciousness. May placed a large bandage-patch over his wounds and applied pressure to it.

"Poor man, he's been through so much," May said, checking his pulse. "It's weak, but at least he has one." She looked at Rosie again and gave her a small smile before departing.

Rosie sat down next to Otto again and smoothed some hair out of his face. "Don't leave me," she mouthed silently. She gently took his goggles off from the top of his head and placed them next to his sunglasses on the coffee table. Outside it had started to rain as the sun finally set.

It was going to be a rough night.

* * *

Rain was still heavily falling outside even late into the night. Peter lay in bed next to MJ, wide awake thinking over the previous day's events. The statue, the massive battle…Otto. That was the thought that was causing him such trouble in going to sleep. He wearily climbed out of bed after checking the clock. It's red, digital letters flashed 2:30 am. He walked down the hall to the main room only clad in some light-blue boxers. He stopped and stared out of the large, half moon windows at the falling rain. He absently ran his fingers over his bandages on his bare chest and sighed. He had only come out of that fight with a few nasty scrapes and a mess of bruises, while Otto had practically had half of all his blood shed. This troubled Peter greatly.

Outside, a fork of lightning snaked its way across the cloud-covered sky, illuminating everything below. The yellow street lamps below caused the falling raindrops to glow as they passed the lens. Peter groggily shook his head and made his way back to his room. He climbed back into bed next to MJ and kissed her lovingly on the cheek.

There was one more thing that also troubled him. Aunt May hadn't spoken to him all evening. What's worse was, she knew. She knew the reason to why he had been acting so strange over the past few years, why he had looked so tired and was always rushing off at the most random moments. '_What if she never talks to me again?'_ he thought to himself. Everything bad seemed to be happening at once.

* * *

Though Otto was not dying, his slow, painful recovery was fitful. The dreams were returning again.

Otto watched as his first fusion experiment destroyed itself. Lying on the hard stone floor, his skin was on fire. Rosie lay dead a few feet away from him.

Suddenly, everything went black and he felt something cold wet and hard beneath him. Opening his eyes, he saw that he was lying on his stomach in the center of a large, open, stone square. His armor was completely on and his glasses were missing. Freezing rain was falling down on top of him, soaking him to the bone. He automatically walked over to the edge and peered over curiously. He stared down the outside of a tall, dark tower (about 20 stories) and into a thick bank of low-lying fog. _'Not again,'_ Otto thought to himself. '_Where the hell am I?'_

An actuator hissed viciously at something moving behind him. Whipping around, he saw the gruesome face of Venom. His long, red tongue flitted back and forth maliciously.

"You!" Otto screamed running towards him. About two feet away from him, Otto readied himself for a pounce. The floor suddenly crumbled away and he fell into darkness. He landed on something extremely hard and just as wet as the floor above him.

"Must be the second…ah…floor," he groaned. As his eyes adjusted to the dim light, two piercing yellow eyes glared out at him from the shadows for a second before disappearing with an evil laugh. "Peter?" he called out. The actuators searched the floor.

**Father, look!**

**What is it?**

**It's…it's**

**Peter…**

Looking up, Otto saw the limp form of Peter, sans mask, lying face-up on the floor. Otto was next to his side in a second, staring into the fading eyes of the young man. "Peter" he called, gently slapping his face. A small trickle of blood fell from the side of Peter's mouth. With one arm, Otto supported his head. "M-MJ…" Peter breathed.

His dream then seemed to continue from where it always stopped. The darkness above them cleared a bit to reveal incredibly complex mechanisms and a massive, illuminated clock face.

"Damn! I must've fallenfarther than I thought." From his observations, he clarified to himself that he was inside an old bell tower. But… just _where_ in the city was he? Remembering Peter, he looked back at the young man. "O-Otto," he painfully stammered. He pointed up.

Otto looked up; his mind worrying just what was up there. Sure enough Venom was diving right down on top of them.

"NO!" he screamed.

"Otto! Wake up!"

He forced his eyes open to find Rosie kneeling down next to him and Peter leaning against the wall once more staring at him. A cold sweat had accumulated on his brow. He touched his hand to his forehead and wiped the sweat off. His skin was feverish and clammy, he was panting as well. He lay back again and sighed. "Wha-What's wrong?"

"You weresleep talkingagain," Peter spoke quietly. "MJ told me about your dreams. Were you having it again?"

Otto nodded as he continued breathing heavily. Just how much blood had he lost? His head ached as he tried to quell their concerns. "I'm fine you guys. I think if we all go back to sleep, it'll pass."

Rosie stared him, worried. "Are you sure you're fine?"

Otto sat up and took a hold of her hand. "Yes."

She touched the unscathed side of his face before returning to her room. Peter returned to his room as well. Otto lay back once more and sighed heavily.

**What was that?**

**Your dream has never gone that far before?**

**Is it an omen?**

**What is it trying to tell you?**

"Guys calm down." He touched his chin thoughtfully as he pondered his dream. _'A bell tower? But…Why a Bell tower? And where was it? I could look in the library later." _He thought. Otto knew that whenever he had the strength he would do one last experiment on the symbiote.

The idea of using sonics against it was beginning to motivate him to do that one last test, however he as no where near recovered enough to think about it. Hopefully, his recovery was going to go smoother than this night's.

* * *

Harry paced back and forth in the large lab where he had created Venom. His arm was bound up and in a sling around his neck as well as he was covered in smaller bandages. He stared at a large tube, within it, Eddie bobbed up and down in some sort of green liquid. He had a breathing mask on and was unconscious.

"Doctor! Do we have an analysis?" Harry called to one man walking by in a long, white lab coat.

"Well, sir… um he's in some sort of a mild comatose right now. He's suffered severe stress damage to his nervous system and… we could be seeing him in intensive care for…ahem, quite a while."

Harry screamed in anger and punched in a nearby window. "How could this have happened? I had it all planned out perfectly! He was supposed to have been killed. Why! Now Eddie's in intensive care and I'm at wit's end!" He bellowed, storming back to his penthouse.

"GRAH! Father what am I supposed to do now!" Harry said throwing himself against the wall. He had failed him again. "I tried… but I failed you… I'm sorry," he whimpered.

"Son," Norman's voice said from the mirror hanging on the door. "I appreciate the fact that you tried, but you still lost. You made a vow to make Spiderman pay for my death, so I will not rest until you do. I think that you should go for a new approach. Defeat them from the inside, threaten the ones they love."

"MJ and May?" Harry mumbled.

"Yes…" His voice trailed off as he disappeared, leaving Harry to hatch his next plan.


	21. Chapter 21: It Runs Deep

Author's Note: I'm so sorry for the delay, I've had so much work to do, (Spazing out ) however, I can't believe I hit the 20 chapter mark! This is so exciting. But I plan to write until I run out of ideas, so I could have like… I dunno, 30? We'll just see how it plays out. I'm so pressured right now.

Yes Alex, your review made me happy!

And yes LadyKayoss, I have updated quite a bit since then, thanks for the review!

* * *

**Chapter 21: It Runs Deep**

Peter was up and about in a few days. Limping out to the living room, he caught sight of Otto standing in front of the windows, the actuators holding him up. Peter slowly limped over and looked at Otto's face. It had some color in it, but for the most part it was pale and livid. The cuts on the sides of his face were healing quite nicely actually, but Peter knew that they would leave gruesome marks. Peter felt himself staring at the scars and when Otto glanced at him out of the corner of his eye. Peter looked away.

"Peter…I'm gonna be fine," Otto said sternly. His voice was barely above the volume of a mutter. There was a long, awkward pause. "As soon as Rosie leaves for work…" He broke off and swayed slightly before continuing, "When she leaves…I'm going to do…one last experiment." Otto closed his eyes and sighed as he desperately tried to rid himself of the growing lightheadedness. Peter glanced worriedly at him.

Otto was lost in thought about yesterday's little escapade. Though it didn't quite go as wrong as he had expected, but he couldn't help thinking, 'Was Cat okay?' The actuators weren't responding and for a second, Otto feared that they had suffered severe permanent damage from that sonic blast.

"What's wrong?" Peter inquired. Otto smiled weakly, "Nothing…The actuators are just… I really don't know how to say it, but… they're weak."

"Is that possible?" Peter asked with a chuckle.

"Quite," Otto sighed. Peter quickly realized the seriousness of Otto's condition. Rosie came out of her room, buttoning up her jacket. She walked over to Otto and looked into his eyes, "Are you sure that you'll be okay?"

Otto put his arms around her, "I promise I won't do anything strenuous, okay?" He whispered. "I just need to do one quick experiment and then I'll rest."

She looked up at him and gently touched his cheek, "You're a trooper," she sighed. He looked like a ghost, due to the fact that he was so pale. Tears were once again flooding in her eyes, "If you die-"

She was cut off as Otto gently kissed her. As he broke away, he whispered, "Let's just hope I'll make it through today… go on, you'll be late."

She back up from him, looked him full in the face and nodded before disappearing down the stairs.

Peter leaned against one of the brick pillars heavily and sighed. Otto turned and looked at him. "Peter." Peter looked at him. "Promise me something. Don't let anything happen to MJ."

"What're you talking about?" Peter was confused.

"I'm saying… Don't let her go. She could be the last tie you are left with to your sanity." Otto cut off there and looked away. Peter knew why he had told him this. '_Otto doesn't want what happened to him, happen to me_,' he thought. "I'm going down," Otto murmured. Peter followed him. "Have a seat," Otto said motioning to a chair. Peter sat and watched as Otto drummed his fingers over the keyboard. "You might want to put these on," he said as an actuator handed Peter a pair of black ear-phones. Otto lit a cigarette and took a drag on it before continuing.

"What're these for?" he questioned, putting them on. As Otto started to tell him about them, all sound shut off. Peter's eyes widened. Taking them off again, he sighed, "So that's what they do."

"Yeah," Otto said, pulling his goggles down over his eyes and pulling his own pair of head-phones over his ears. "Well, wish me luck."

"Huh?"

Otto smiled. "Nothing." He sighed heavily as an actuator gently unfolded its lager pincers and pulled out a sizeable chunk of the symbiote with its smaller pincers. It writhed as Otto held it in front of his face before placing it in a small glass box to his right. Turning back to the console, Otto rapidly tapped a few keys. The hatch on the box closed as the symbiote began slinking about, looking for an opening. Peter reached out and tapped Otto on the back while pulling off his head phones, "What exactly are you going to do with it?"

Otto pulled of the headphones and answered, "Well I put it in this air-tight container so that whenever I turn on the sound waves, the sound won't escape and destroy everything glass in this house," he said raising an eyebrow. Peter spoke curtly before putting his head set back on, "Alright, fine. But if this works, you quit cold turkey." He placed the earphones back on his head.

Otto held the cigarette in his fingers before crushing it in an empty ashtray. "Alright," he nodded as he placed his earphones back on. From his workbench, he picked up a pair of computer chips and placed them into small receivers on each end of the box. "Okay," he said, once more taking his place at the console. "What?" Peter asked pulling one side away from his head.

"No, nothing, put em' back on," Otto said, striking a few keys. Peter replaced them as a tiny screech started up. He watched in amazement as the symbiote inside grew irritated. Otto tapped a key a few times and glanced back and forth between the box and the screen. _1.72 decibels…Jeez,_ he thought to himself.

**Pretentious little bastard **

**Perhaps a little higher? **

**Lemme see!**

…, the fourth one stayed silent, watching intently as Otto tapped a key on the keyboard again. On the screen, the number rose a few points and inside of the box, the pitch rose in key. The symbiote began writhing as Otto continued to tap the key a few times every minute. As the decibels and pitch of the sonics went up, the symbiote writhed more and more in agony. After about five more minutes, the symbiote quit writhing and Otto shut off the sonics and typed again at the console. Both he and Peter pulled their sets of headphones and rested them around their necks.

"Oh my God," Otto said, massaging his temples. The resonance had built up and a tiny, screeching shriek was reverberating around the room. They waited for the sound to silence before Peter spoke, "Well?" He looked to the box, at the symbiote.

Otto gently opened the box and reached in. His fingers felt the alien substance; it was not staying together when he raised his hand. He sighed after a few seconds as he rubbed his thumb and forefinger together. "It's… dead," he said as a smile stretched itself across his face. He looked at Peter, who smiled back, "Yesss. Keep your promise," Peter said.

"Easier said than done." The smile from Otto's face dropped as he stared at the screen. He switched it off and slumped down in his chair, "Don't celebrate… at that power it took just to kill that bit, we'll need something huge to take out the entire thing…though it would be humorous to see what would happen if I tried to stuff Eddie in that box."

Peter couldn't help but laugh at his blatant remark.

* * *

Later that evening, Harry sat brooding on the couch in his penthouse. His one arm, bandaged and in a sling, was still numb and useless, in his other hand he held a full glass of liquor. Downing half of it in one gulp, he slammed the glass back on the table and seethed. He climbed to his feet and walked down to the lab where he found Eddie still in the intensive care unit. The doctors had left for the night, leaving him alone. The buzz and whir of computers was the only sound in that room, apart from Harry's heavy breathing. The gas, if only for a moment, lessened its effect and his true feelings broke through. He felt terrible as he looked at all of the gashes and bruises that covered his body. How could he have let this happen? Eddie constantly put his life on the line just to do Harry's will. He did anything he was told, even go up against Otto. Eddie was, pretty much, his best friend and… he _had_ been a little harsh with him. He hadn't given Eddie any praise for tying. The gas took effect again, _what use are emotions?_ He thought. Harry turned on his heel walked stiffly out of the lab to his work room.

* * *

The next morning, Otto stood with his arms around Rosie as they both stood in front of the large windows. She wore a black t-shirt, over which was a flower-print silk blouse, and a tan pair of jeans. Otto was happy with his usual dress code: Black shirt, brown pants. Rosie turned around and wrapped her arms around him. She looked up to his face; he had taken off the bandage and where the cuts were, three long white scars ran down his cheek.

"How could Eddie have done such a thing?" she whispered as she gently placed her hand on his cheek. Though her hand felt cool on his face, a dull, aching pain caused him to grit his teeth. Rosie lifted her hand and slowly began drawing it away but Otto caught it about and inch away from his cheek.

"It's out of jealousy. Eddie still holds on to the fact that you were his girlfriend. He's using that for the source of his hatred and he'll do anything to get you back." Otto smiled down at her, "But I won't let him."

She laughed and shook her head before hugging him, "My husband… Doctor Octopus."

"Aren't you glad it's a Saturday?" He said with a grin.

"Why do you always change the subject?" she laughed again.

"Because I'm a hardheaded nutcase."

She smiled and walked towards the steps, "Then we shall have to enjoy the day!" She said in a British accent and giving a low bow before disappearing to the library.

"And we shall!" he called back. The phone rang only a moment later. An actuator extended itself and brought the phone back to Otto. "Hello?"

"Hey Otto!" Felicia's voice called.

"Felicia! How're you feeling?"

"…why are you worrying about me? Worry about _yourself_ first." She broke out into a laugh after speaking.

"Well, I was just asking because you were bummed out the other day."

"Oh, yeah, I'm fine. It's just a bruise… I'll live. I really should've stayed there to help you guys, but I had to get that guy out of there. He's fine just-"

"Felicia… we did that so you wouldn't get hurt." There was silence at the other end for a few minutes. "Felicia?"

"Um… okay." Her friends really _did_ care about her. "Sorry, I was just spazzing out for a moment. I guess you guys really do care about me huh?"

"Of course. Listen, Peter's wanted to talk to you… and I can't find him right now, so why don't you just come over and we'll talk, okay?"

There was a pause, "Okay," Felicia said with a sigh. "I'll see you guys in a few hours. See ya'."

"Bye." There came a click of the receiver on the other end followed by the dial tone. Otto sighed, "I hope she's okay," he said to no one in particular.

"What's up?" Peter asked, coming out of his bedroom. He had on a blue shirt his jean-jacket, and a pair of faded Levis.

"Cat just called," Otto mumbled. "She's coming in about an hour. It was weird… She started saying something about the man she took to the hospital but when I told her that you did that so she wouldn't get hurt, she just… I dunno," Otto shrugged. Peter stared at him before the wail of sirens caused him to dart off to his bedroom. As he ran back out to the main hall in full costume, MJ grabbed his arm, "Peter no! You aren't going out are you? You're not fully healed yet!"

"I have to go MJ… they need me."

MJ shook her head sadly, "You're not strong enough yet." Otto looked on with growing frustration as MJ pleaded him not to go. "I'll be back, I promise," Peter finally said, struggling away and vanishing out of the window.

Otto pursed his lips and furrowed his eyebrows angrily as MJ shuddered and began to cry silently. Softening his expression, he looked at her. He hated seeing this happen to anyone, especially MJ. She was only trying to help. Silent tears were streaming down MJ's face and her shoulders shuddered. She didn't want to cry, even in front of Otto.

Otto walked over to her as she closed her eyes, and placed his arm around her trembling shoulders. "I could yell at him when he gets back. You didn't deserve that."

"He just doesn't listen…to me," she sobbed. "I warn him so much. He just doesn't listen." Otto's hand on her shoulder was soothing, all she really needed right now was someone to comfort her. She whipped around, wrapped her arms around his waist, and buried her face in his shirt. Otto stood dumbfounded for a few seconds before clearing his throat. "If you'd like, I could yell at him when he gets back." His shirt was now wet in the place where MJ had her face because of her tears. She looked up and smiled before backing away from him and sitting in one of the chairs. Otto came over and sat down in a different chair next to her.

MJ wiped her eyes, "You've changed… a lot."

"How?" Otto had heard this quite often.

"You're just…sweeter." This was a shock to him because everyone had said he was different in the physical way, which was true, but anyway.

Otto chuckled as he remembered kidnapping and running off with her, "Well I was a bit insane at the time."

"A bit?"

Otto suppressed a laugh. He liked talking to MJ, she reminded him of Rosie. Otto lay across the chair, legs dangling over the side. _Yeah, Peter and I are going to have a little chat when he gets back._

**Uh Oh**

**I saw this coming**

**Yeah… I did too**

**Yeah right, like you're telepathic**

"That's enough," He said curtly.

"Hmm?" MJ asked, bewildered.

Otto jerked his thumb back towards the actuators, "them."

MJ nodded, _it must be really freaky to have voices in your head._ She thought _those scars…that must have been painful._ The three long, white scars ran almost vertically down his face, giving him a rugged look.

* * *

About half an hour passed before Peter came back. He took off his mask and rubbed his face, nearly running into Otto. "Oh hey," Peter said uneasily, noticing his frustrated look and crossed arms. "Um… if you'll excuse me," Peter said walking off towards his room.

"Oh yeah, which reminds me, about earlier." Otto paused, not turning to look at the young man, who was staring at his back. Suddenly, an actuator shot out, grabbed Peter by the ankle and flipped him off of the ground. It held him upside-down above the concrete. "Smooth move Romeo!" Peter stared at him.

"What?"

"Don't do that again. You are doing exactly what I told you not to do! You're losing her, boy!" Otto paused to catch his breath before speaking in a lighter tone and placing him back on his feet, "You really hurt her, running off like that." Peter panted slightly as Otto turned his back and walked to the stairwell. "If you'll excuse me, I have someone very special waiting for me. And if you had half a brain, you could have the same. I'm saying it again. You really hurt her." And with that, he walked away.

Peter stood alone, guilt rising in his heart. What had he done? "MJ," he whispered. "I have to find her." He ran towards his bedroom. Otto was right, he needed to make it up to her.


	22. Chapter 22: Beauty and the Beast

Author's note: Sorry about the late update again… I had a lot of stuff on my mind, especially school… stupidstupidstupid school!

100 reviews! Eek! That's awesome. Couldn't have done it without you guys!

I'm having some difficulties with my # 'R' key! If there are any places where there isn't an 'R,' I know… I have to beat on my keyboard to make it work… (BANG BANG BANG!) Stupid & thing. I bet I look really dumb, cussing at my computer typey thing.

_Song lyrics for "Flora's Secret" copyright by Enya. Taken off the A Day without Rain album_

_And I swear that I won't use any more lyrics in this story. Boy, can't you tell I'm paranoid about being sued?_

Oh, and before I forget, Does anyone know how to upload pictures onto your little blog thing? Any help is much appreciated. Thanks. I hope I'm doing the disclaimer right; I seriously don't wanna get sued. I don't have any money anyway.

* * *

**Chapter 22: Beauty and the Beast**

Peter stood alone on the second floor, dumbfounded and slightly panicky, _'Otto's right… I can't lose her.' _He darted off towards his bedroom, where his senses were telling him to find her. Peter stopped in the doorway to find her sitting on the edge of the bed. He silently crept up, sat on the bed beside her, and wrapped his arms around her.

At his touch, MJ whipped around to face him, teary-eyed. Peter stared into her eyes, seeing all of the confusion, pain and loneliness inside of them. "MJ…I…"

"I know, Peter. I just… When I made the decision to love you, I understood the fact that this was not going to be easy. Times like now are what I'm talking about. Peter, I'm afraid for us… and you. I don't want to lose you, I love you too much." She buried her head in his chest and sobbed.

Peter waited as she cried. His costume soon became soaked and he spoke without a further thought, "MJ, I'll make a promise to you. I'll take a week off, just to be with you."

"An entire week?" She asked, a tiny smile creeping across her face. Peter nodded and MJ's smile dropped a bit, "I'm sorry Peter, but I seriously don't think you can last that long."

Peter grinned, "You're on! Besides Otto will probably club me if I break my promise." He held her close and kissed her on the forehead. She sighed contentedly as Peter thought to himself, "_Oh boy, this is not going to be easy."_

* * *

Otto walked down the stairs and down the hall to stand in front of the slightly ajar, library doors. He pushed one open a little more before slipping in amongst the bookshelves.

**Where is she?**

**Hiding, no doubt**

**Duh!**

**Shush! I hear something**

Otto could hear it too. Though it was very faint and quiet, it sounded like… singing. Otto nimbly climbed to the top of the nearest bookshelf and peered over the edge.

**It's coming from behind the next one, **They all said at once.

He gently hopped the gap between the two cases, barely making a sound or making any movement happen in the books below. Rosie stood in the aisle flipping through the pages of a literature book, singing quietly to herself:

_Lovers in the long grass,_

_Look above them_

_Only they can see where the clouds are going,_

_Only to discover_

_Dust and Sunlight_

_Ever make the sky so blue _

_Afternoon is hazy,_

_River flowing_

_All around the sounds moving closer to them_

_Telling them the story,_

_Told by Flora_

_Dreams they never knew_

_Silver willows,_

_Tears from Persia_

_Those who come from a far off island_

_Winter Chanterelle lies_

_Under cover_

_Glory-of-the-sun in blue_

_Some they know as passion,_

_Some as freedom,_

_Some they know as love_

_And the way it leaves them_

_Summer snowflake_

_For a season_

_When the sky is blue_

_When the sky above is blue,_

She stopped singing as an actuator snaked its way down in font of her and looked into her face. "Why hello," She said, gently stroking it and receiving a contented trill. Without looking up, she addressed her husband, "You've been here this whole time haven't you."

"Perhaps." Otto appeared from the top of the case and draped his legs over the edge and staring into Rosie's soft, green eyes. They paused as they stared at each other before Otto slipped off of his perch and onto the floor, taking her hands in his.

"What did you come down here for?" She asked wrapping her arms around him.

"Well as you stated before, we should enjoy the day so I thought I would escort you outside," He said in his most regal literature-sounding manner, but let's face it, Otto's not very good at that sort of thing. Rosie looked at him before laughing. "Well don't make fun of me, I gave it my best shot," he continued meekly and blushing.

"That's why it's so funny."

* * *

Peter still sat on the bed with MJ resting against his chest. He looked around a few times before gently nudging her, "Where's Aunt May?"

MJ looked up to him and thought for a moment. "I think she's spending some time alone, I mean, if I found out my nephew was Spiderman, I'd be pretty shocked too."

"I'm going to go find her," He said, getting to his feet and walking out of the room. He stopped and looked into his aunt's room; May sat on the edge of the bed, a picture of Uncle Ben, Peter and herself in her hand. Peter walked behind her and gently placed his hand on her shoulder. With a small gasp, she whipped around and faced him, tears filling her eyes. "Aunt May," he whispered as she came forward and sobbed into his chest.

"It...was…you this whole time." She backed up and looked at him in his costume. "It's just…" She broke off, smiled and shook her head.

"Aunt May, I-" Peter stammered.

"No," She said firmly, "I have to say something first… I apologize for avoiding you over the past few days, and I don't want you to say anything else about the other day. It's in the past now, and I just want us to be a family again, even if it seems a bit farfetched to have _two _super humans in it." She gave him a small smile before coming forward to embrace him. Peter held her to him just as he did the day she moved out of the old house.

A little while later, Peter emerged from his bedroom in normal clothes, to find his Aunt taking his costume downstairs.

"Aunt May, what are you doing?" He asked skeptically.

She looked at him and raised her eyebrows. "Well, what good to you is a dirty, torn outfit?" She gave him a nod before continuing down the flight of stairs. Peter gave a small laugh at his aunt's eagerness, as MJ came beside him.

"One week huh?" she elbowed him with a giggle.

Peter sighed and nodded, "Yes." He looked out of the window and down into the green expanse of Central Park to find Otto and Rosie sitting beneath a large tree, laughing about something. Apparently, Otto had a book in his hand and was looking at it, shaking his head in a very confused manner. Eager to just go outside at least, he gently took a hold of MJ's wrist and beckoned for her to follow. "Aunt May!" He called. She appeared in the doorway, "You don't think you're going anywhere without me, do you?" she asked, a smile spreading across her face.

They both followedPeter out of the door, across the road and about fifty yards over the emerald-green, new growth. "Hey guys," Otto greeted them. The three sat down in the shade next to Otto and Rosie. Peter leaned back against the tree and closed his eyes as MJ rested her head on his chest.

Otto returned to his book, read a few lines before tuning the book upside down, "Y'know, it's easier to understand this way."

Rosie gave him a funny look before suddenly punching him on the arm and laughing.

"You are very abusive," Otto said, trying to keep a straight face and rubbing his arm.

Moments later a few wailing sirens cut though the warm, spring air. Otto looked over at Peter; he was struggling to keep his place. Raising an eyebrow, Otto questioned Peter's behavior.

"I made a promise to MJ that… I would lay off my duties for a week." He paused and gave Otto a painful smile. Otto returned a warm smile to him, "Good job." Otto placed the book in the grass and sighed.

After a few minutes, Rosie spoke to her husband. "Lay your head back."

"Lay my head back?" He asked her. Rosie simply nodded. He obeyed and laid his head on her lap. She removed his glasses and looked into his eyes. "What's wrong?" He asked as she smiled and shook her head.

"I just have a… song stuck in my head, that's all." She said as she gently began stroking his hair. How much longer had it gotten anyway?

"You can go ahead, I don't mind," He smiled.

She continued running her hand though his wavy hair before absently singing the last few verses of the song:

_Lying in the long grass,_

_Close beside her_

_Giving her the name _

_Of the one the moon loves_

_This will be the day she_

_Will remember,_

_When she knew his heart was,_

_Loving in the long grass_

_Close beside her_

_Whispering of love _

_And the way it leaves them_

_Lying in the long grass_

_In the sunlight_

_They believe it's true love_

_And from all around them,_

_Flora's secret_

_Telling them of love _

_And the way it breathes and_

_Looking up from eyes of_

_Amaranthine_

_They can see the sky is blue_

_Knowing that their love is true_

_Dreams they never knew_

_And the sky above is blue_

As she trailed off on the last note, Otto felt all of his muscles relax and he dozed off. Looking down, she laughed at seeing Otto asleep. With that last note, all of his cares went away. The symbiote, Eddie, that mysterious bell tower. All of it, Otto really felt as if he couldn't care less. As a warm breeze rustled his hair, he stirred and awoke.

Rosie looked into his calm face. The dappled sunlight that filtered through the foliage, gave the scars on the side of his face, a pearly-looking gleam. They seemed to give him… a rugged look, but beneath that, the reassuring visage of Otto was still present.

Peter glanced over at them and smiled. "So the Beauty is the only one capable of taming the Beast, huh?"

Otto propped himself up on his elbows and looked over at Peter, "Yeah, yeah, yeah say what you will."

"But honestly, what _do _we have in common?" Rosie asked.

Otto paused and thought for a while and Rosie crossed her arms. "We're both carbon-based life forms," he finallyadmitted with a grin and taking her hand in his.

She returned his smile, "Oh stop that." She laughed as Otto got to his feet and climbed up the tree. Rosie stood up and looked to him as he sat on a particularly thick branch. "Here, give me a boost," she called up to him.

With a tentacle, he reached down and gingerly picked her up, and sat her on the branch next to him.

**So this is… Rosie**

**Ooooh**

**MOM!**

**She's pretty**

Otto couldn't help but laugh at the third actuator's statement. Being its normal, goofy self, italways seemed to lighten things up a bit. Each actuator had been created with a different one of Otto's characteristics. The first one had the straight-forward leadership skills, the second: the kind of casual attitude, the third one was the goofy one; always questioning everything and the fourth was the skeptical, somewhat grumpy one. The fourth one had its good moods here and there, but for the most part, was relatively always snapping at the third one.

All around them, large purple-white blossoms filled the early spring air with their heavy perfume. With an actuator, he gently pulled one off of its stem and handed it to Rosie. _My flower My Rose, _He thought as she examined the flower delicately before looking at him.

About twenty-five feet below where the couple was sitting, May sat examining the book that Otto had placed on the ground. T.S. Elliot was what it said in large gold letters on the front of the red binding. Opening it, she began reading it enjoyably.

MJ looked up into the tree to Otto and Rosie. _'Its wonderful how something so rough and something so fair make the best couple I've ever seen,' _she thought as she leaned back to her place against Peter. Peter couldn't help but feel a tiny bit uncomfortable. Now that everyone knew the promise he made to MJ, Otto would probably goad May into hiding the costume.

Back up in the tree, Rosie leaned back against Otto. Now that he was at peace, maybe he could do some thinking… about that bell tower. He had checked the library, well… most of it, for any record of an old, partially destroyed bell tower.

"So, what have you been thinking of that's kept you so stressed lately?" Rosie's voice cut him from his thoughts.

"How did you know that?" he curiously questioned.

"I'm your wife… I know everything, now get serious for a moment, what has it been?" she asked sarcastically.

"I thought you knew everything," he retorted. Suddenly, a black and white blur came out of nowhere and hit Otto like a missile. Whatever it was slammed him into the grass and tumbled backwards with him down the hill.

"Hello Felicia!" She called, looking for a way to get down. Peter got up and shot a webline up to the trees, gently took hold of Rosie and descended again.

Otto continued rolling down the hill until he reached the bottom, and landed in some particularly soft grass, to his relief. The actuators hissed as they looked around for their father's attacker. To his right, Otto heard feminine laughter and saw Cat lying on her stomach, facing him. "Ha-ha! Gotcha!"

"Cat!" He exclaimed, rubbing his neck. "I'm not fully healed yet!" He tried desperately to keep a straight face, only to burst out laughing. Cat suddenly sprang forward and tackled him again. Peter chuckled to himself as he watched Cat wrestling with Otto. He finally managed to get her off of him and into the grass. Otto lay on his back panting as Cat walked over to him and bent over so that her face was about a foot away from his.

"Well, it's nice to see you have some of your strength back," She said grinning and brushing herself off. Her black-leather body suit shone in the morning sunlight.

"And it's nice to se you cut your hair again," he said, noticing that he hair had been cut back to about the length to her jawbone, just like when he first met her

"Sorry about that. I just felt like I _had _to pounce on you" she spoke, helping him to his feet.

* * *

"So, what's up?" Cat asked, once at the top of the hill again.

"Well, we wanted to explain our behavior the other day," Peter informed her.

"We just didn't want to see you hurt." Otto said gently.

Cat paused for a moment. "I guess you really did mean it when you told me that you guys care about me, huh?" She asked, her shoulders drooping a bit. She had such good friends.

"Of course," Peter answered.

"Well, you healed nicely," she said nodding to Otto's scars. Now apart from having his battle scars, he had numerous dirt and grass stains all over him. They all sat in a calm silence.

"Cat, I want to tell you something, and I truly mean this. We're your friends, and we will always care about you." Peter spoke softly.

A couple of joggers running by gave Otto a few funny/ scared looks as they saw the actuators. "What're you lookin' at?" Otto questioned firmly. Cat laughed. Otto thought for a few minutes. _'I'm gonna have to tell her about the dream sooner or later.' _Right now though, it was time to patch things up with his friends.


	23. Chapter 23: Deceit

Author's Note: Aw… I've got to get out of the habit of updating every two weeks… Well… I can't help it I've got school and band… That's pretty much the only sucky thing about high school… But any who, Guess what! I'm probably going to put up a new story sometime in the next few weeks as a tribute to my reviewers go read my blog thing to know the basic outline.

Sorry this one was so late, I had to be a living traffic cone at the local race way and that didn't give me anytime to do squat.

And is it just me or are the two best on-screen couples Alfred Molina and Donna Murphy, and Tobey Maguire and Kirsten Dunst? Am I right or what?

**Chapter 23: Deceit **

Time seemed to pass slowly for Peter mainly due to the fact that the week was almost over. Though, on Saturday morning, Peterfound himselfalone in the house with Otto. MJ had received a call from one of the theatre managers saying that he had a great new opportunity for her in a new play, and she had taken Aunt May along. Rosie was attending a short seminar at the university. Peter sighed. He looked over at Otto, who stood at the window with his arms crossed.

"I don't believe it… This entire time and you haven't had one flippin' craving. What's up with that?" He questioned, furrowing his eyebrows.

Otto turned and looked at Peter with a smirk and shrugged. "Well… I-… never mind, you don't want me to say anything."

"No, I'm serious, how?"

"Well, whenever I had the actuators fused to me… I told you about the nanotubes in my brain, right? Well, thanks to that, I can access different sections. Just so happens, basically, I can go in and block those impulses." He finished with a smile.

Peter sighed, "You sure you don't have an extra set of those?" Otto shook his head as Peter groaned. "I love MJ with all of my heart, and this would be easier if I wasn't Spiderman."

Otto walked behind him and looked down into Peter's face "Well, at least you're doing what your heart tells you and not your instinct. That's a sign of maturity." Otto walked back over to the windows. Reaching out with his tentacles, he opened the four glass doors on the half-moon windows and stood there as a strong, arm breeze flowed into the room. A few loose papers that sat on the desk began flitting around. Otto heard the door open and close downstairs as well as MJ's happy voice.

"Peter! You won't guess what happened!" She happily exclaimed all smiles and candor. Peter looked over to Otto, "What?" MJ ran up and kissed him full on the lips. "I've gotten another lead role in the play 'A Woman of no importance.'"

Peter looked at his girlfriend. "Wow, your stage manager really likes Oscar Wilde, Huh? That's wonderful MJ!" He got to his feet and kissed her. Peter was truly happy for her.

A few minutes later, Rosie walked up the stairs to find Otto in front of the windows. "You used to hate that."

"What?"

"Whenever anyone would open the windows. 'It would always scatter something,'" she said trying to lower her voice in a mocking way.

"Well, I'm not an uptight old git anymore," he joked. Rosie shook her head before walking up to him and wrapping her arms around his waist. "You never were one." She said as they embraced. "I have to go to class again tonight."

"Again?"

"Yeah… apparently they want me back tonight for another seminar… I hope that's okay." She asked looking up to Otto.

"Oh that's fine. You do what you need to do. I've got some research I need to do anyway," He said stretching.

* * *

In about an hour and a half, Rosie had left for class again. Otto waited before walking slowly down to the library. Otto made his way back to the one part of the library that he hadn't finished looking in. His eyes and actuators scanned the colored spines, randomly pulling out books and placing them on the table. After a few minutes, he sat down in front of the small stack of books and began thumbing through them. Most of them were books about old towers in the area. Otto quickly thumbed though the first one, skimming the pages as he went along. The actuators busied themselves by skimming some of the others. Otto put the book he was looking through on the other side of the table and picked up another, skimming through it just as he had the first one. When he didn't find anything in that one, he, along with the actuators, placed their books on the other side of the table and sighed.

"Nothing!" He ran his hands through his hair in deep frustration. He climbed to his feet and skimmed the end of the bookshelf one more time before taking down another book and flipping through it. As he flipped, he passed a section that looked quite promising. He returned to it as he sat down at the table and read carefully:

"…There has been record of a bell tower that seemingly disappeared from knowledge a couple hundred years ago. Though the exact location of the tower has been forgotten, it resides in the NE of New York, on the mainland," He read aloud to the actuators. A chill ran down his spine. This could be it! Oh, and lucky that no one saw him talking to his actuators, that unknowing person would have thought he was bonkers.

He slowly turned the page to almost cry out in success. The drawing of the tower matched the one from his dream. He stood up and sighed. Now that he knew where it was, he had to wait until something happened that required him to make that journey. Now however, he really needed to go outside for a while, due to the fact that he was still a bit giddy. He ran upstairs and snapped the gauntlets and armor on. (He never folded it away.) Before disappearing out the window, he noticed how damaged and scarred it truly was from all of the past battles.

Hopefully he wouldn't run into trouble tonight. He stepped outside onto the balcony and looked up at the roof, finding Peter and MJ sitting at the edge, their legs dangling over the edge. Otto climbed onto the railing, "Stay boy, stay!" He called up, laughing as Peter rolled his eyes.

Watching as Otto disappeared into the night, Peter pulled MJ close and nuzzled her cheek with his nose as they stared into the almost-full moon.

The warm spring air in his face felt relaxing. A definite change from being cooped up in the house for weeks on end. Curiosity got the better of Otto and he attached himself to the side of The Empire State Building and ascended to the very tip of the spire, noticing the extremely faint blood-stains that splattered the white marble. That was in the past though. He faced the direction of his house, sticking his arm in front of him.

**North**

**To the Left a bit**

**But that's North West!**

**No, that's the North East of the Mainland**

True to the book's saying, In the North East corner of the mainland, a large area wasn't alight with city life. Inside, he felt a tremendous sense of pride at his accomplishments. Otto abruptly flung himself from the spire and freefell downwards. Breaking his fall with an actuator, he pulled himself to a roof top. For a while, he walked along the eaves, stopping when hurried and panicked voices met his ears. Otto peered over the edge to find a small group of thugs back-to-back in a circle.

"Shouldn't we be running?" One asked.

"No! I'm through running across rooftops. We stand and fight!" In the distance, a faint but shrill alarm bell from a jewelry store shrieked.

Interested in whatever they were talking about, Otto crouched ready to pounce. Out of nowhere, Cat swung in and landed perfectly on her feet. Otto relaxed his stance and watched.

"Now, Now boys, why are you running? Dont'cha know Diamonds are a girl's best friend?" She said with a hint of laughter in her voice. Otto watched the next five minutes as his partner gracefully defeated the ring of thugs, wincing and smiling when one of them was beat particularly hard. Something about Cat was different: Her gloves and boots weren't white. They resembled black leather army equipment. They still had the white-fur fringe, but they were much more armored.

Otto stood up to leave. The moment he was about to launch himself upwards, he watched Cat look around a few times before rummaging around in the leader's belt, pulling out a small leather bag and emptying the contents into her hand. She looked at the sparkling gems in her hand before glancing around and putting them back in the bag and running off.

"What?" Otto was appalled. Was that Cat? Was she really a thief? He had to follow her. Slipping into the shadows, he tailed her.

For twenty minutes, Otto followed her through the city. Where was she going? And what were her motives? Otto felt crushed. How could she? He and Peter had fought by her side for God knows how long. Cat's senses detected a presence behind her, so she stopped abruptly. "Who's there?" Otto moved into deeper shadows.

"Peter? If that's you, Otto's gonna cream you when you get back… Your deal's still in effect!"

Cat whipped around to come face-to-face with the scarred, gold chestplate. Otto looked down at her through his glasses. "Hi!" She chirped.

Otto shook his head, "How could you?" Cat stared at him. "Why did you take those jewels?"

"I don't have any jewels," she shrugged. Otto shot out a few actuators to take hold of her. Not to hurt her. Cat jumped up to the face of the nearest building and sunk her claws into the stone. "Otto Please, it's not what you think!"

"I don't want to hurt you Cat! I just need to find out why you took those jewels. And I'm not going to stop until I find out why!" Otto sent another actuator to try and grab her, only to be evaded again. Cat landed behind him.

Otto knew that there was only one way to do this without harming her. He extended his hand and straightened it to knock her out the most painless way. "Sorry, but lights out Lola!"

Cat extended her hand and released a powder into his face. She backed away and watched as Otto fell to his knees, clutching his throat. Everything went black and he fell over.

Cat stared at his limp body before walking over and checking his pulse. "You should be fine. I'm so, so sorry. I'll tell you the full story later." She bent over and kissed him on the cheek before standing up and vanishing.

* * *

By the next afternoon, Otto still hadn't come back to the apartment. And Rosie stood in front of the windows. Peter walked out of his room, pulling a shirt on over his costume.

"Where's Otto?" He inquired.

"He hasn't come back yet," Rosie answered, worried. Peter stared open-mouthed. It was already 12:30 and Otto wasn't back? That definitely wasn't like him and he wouldn't have done it on purpose. "I'll find him."

A minute later, Spiderman was swinging over rooftops once more. Screams of 'Welcome Back!' filled the air. "Trust my senses," he told himself. He followed them downtown. Panting, he landed on the roof of a tall skyscraper and looked around.

"This could take forever," he breathed. Though his senses lead him here, he couldn't see Otto. "Hmm… maybe if I go a little far-" Peter cut off as he saw Otto on his back, on the rooftop below him. "Otto!" he called. No answer. As Peter landed, he whistled. "What happened here?" chunks of masonry from the surrounding buildings lay all over the roof where Otto lay.

"Hey!" Peter said as he slapped his friend's face until he woke up. Otto groaned and laid his head back on the warm concrete. Peter caught sight of a fine powder on his shoulder. Brushing it with his finger, he closely examined it. "Cat's sleeping powder… Otto? What happened to you?"

The actuators pushed him up and he rubbed his head. "Well… I just stepped out for a little while. I found Cat beating up some guys, and then she ran off with the jewels that I assume that they stole."

Peter waited to hear the whole story; he was just as appalled as Otto.

"Anyway, I tailed her here and… I tried to get a hold of her or something just so I could talk, but I guess we both panicked. I went to knock her out in the most painless way possible and… she just puffed something in my face. Next thing I know, I'm falling asleep and she's running off." Peter stopped and shook his head. "I can't believe Cat did that."

Otto looked absently over to the side at the River as Peter thought to himself. A group of loud screams shattered the silence. As Otto got to his feet shakily, he waved Peter off, "Go, Go!" He followed a few seconds later. "Man, I've got to clear my head."

A few minutes later, the pair arrived at the bridge to find a group of frightened people hanging over the edge. Otto sat on top of one of the towers trying to see what they were screaming about. "If it's a shark," he mumbled, "I'm leaving."

"What's the matter?" Spiderman asked the group of people on the bridge.

"That girl just fell over. I don't think she can swim!"

"Don't worry," he reassured her, climbing onto the rail. "I'll get…her." He slowed down as he watched Otto dive from where he was into the gray waters. "Otto! What the Hell are you doing!

Underwater, Otto took hold of the young woman and shot towards the pier. With his actuators, he took hold of the wood and pulled himself up. He handed her to some police officers before taking a breath… at least, trying to. He felt himself slipping back into the deep, cold and gray water. What was going on? He was panicking as water filled his lungs. Although this is what he would've wanted over half a year ago, this isn't what he wanted now. He was drowning, dying. His thoughts flew back to Rosie. He would never see her again. Here he was, beneath the Hudson, partially unconscious, the actuators screaming fearfully again.

A black, leather-gloved hand reached in and grabbed hold of his armored wrist, and hauled him out of the water.

"Otto!" Peter yelled beneath his mask as he landed in the midst of the crowded pier.

"He isn't breathing!" an Officer hollered.

Cat searched frantically for the reason to why he wasn't breathing. "Dammit Otto!" She didn't want him to die either. Peter and Cat's mind raced until her eyes fixated on his chestplate. "That's it!" Cat took hold of his hand and lifted the flap on the gauntlet. Pressing the switch, she watched as the armor hastily folded itself back together. Otto's eyes instantly snapped open and he began coughing up water. Gasping, he turned on his side and coughed more.

"Otto, please say something intelligent!" Peter spoke in a very worried tone.

"My lungs are on fire…" He whispered before being cut off by another racking cough.

"Are you okay?" Cat asked. Otto stared as her face swam into focus before looking away and laying his head back on the warm wooden planks.

"Listen I'm really sorry about last night. I wanted to tell you, but you wouldn't really give me a chance. I was asked by the Police Department to track down that group of thugs last night. It just so happens that they had robbed somewhere beforehand. I gave all of that stuff back to the cops already." Turning to Peter, she continued, "they would've asked you, but they couldn't find you."

"Yeah… that reminds me… I thought the deal was still in effect?" Otto harshly panted.

"Nope, it ended at noon today."

"What's today?" He asked.

"Sunday…Why?" Peter continued.

"Ohhh," he groaned. "Rosie… I have to go…" Otto shakily got to his feet with the help of some nearby people. Cat ran forward and hugged him.

"I didn't want to hurt you last night and I had no idea that the stuff would last this long… Forgive me?" Cat asked, trying her best to make puppy eyes.

Otto laughed and hugged her back, "Yeah." Looking to Peter and Cat and back to Peter, he sighed. "Thanks for saving me, guys… I hate to dart off, but I have someone waiting for me." He climbed up the face of a building and disappeared over the top.

"He's incredible," Cat said, shaking her head.

"Yep, he's something. Sorry Cat, but I gotta get home too. I'll see ya."

Cat waved as she watched her friends disappear from view. At least she managed to keep their friendship in tact.


	24. Chapter 24: Rest and Recovery

Author's Note: Ahh almost there! I won't rush it though, heh. Not like last time (cough-chapterseventeen-cough… NEVER AGAIN! Ahem…, well, what new predicaments are Otto and Peter getting themselves into?

Before I forget, this one was late because I had a death in my family and I'm still not completely over it. In a nutshell, I just didn't have the heart to write over that last week. I'm sorry it's just been a rough time.

Oh yeah, I'm loving all of these reviews saying that people like how Otto's a good guy. To be honest I can't see Fred Molina's Ock as an Evil guy, unless he's possessed of course.

I'm trying to work on the new story of mine. I need some feedback on how the summary sounds so far so, if you're interested, go check it out on my profile thingy, please, I know it's short, but it should give you a good Idea of where I'm going with this. (Evil laugh)

* * *

**Chapter 24: Rest and Recovery **

****

Harry paced back and forth in front of his desk irritably as his butler entered the room with a stiff, formal bow. "He's awake, sir." Harry sighed with relief. Following his butler down long corridors, he entered the medical lab to find Eddie lying in a bed with various I.V tubes in his arm. Wearily opening his eyes, he looked up into Harry's face.

"Thank God, you're alive," Harry muttered. His arm still was in a sling and the fact that it had been bothering him over the past few days wasn't helping. Eddie smiled weakly and nodded before resting his head back. Harry glanced at the screens adjacent to the bed before turning to a doctor, "How long is he going to be like this?"

"W-Well, we don't know, however long it takes, sir," he stammered, "At least he's not in a coma anymore. But if he just stays here and rests, he should be better in n-no time." He gave him a sheepish grin before scurrying off. Harry looked to the now unconscious Eddie before glancing down to the floor and walking off.

Inside of Eddie, the symbiote stirred uneasily. _We need the dark, yesss._

'_I know, my friend,'_ Eddie thought, _'Just keep healing me and we'll find someway to strengthen ourselves.'_ Eddie relaxed himself. He would make Otto pay. He swore that he would numerous times, but this time, it was time to go at him with both barrels. _'When I do get my strength back…'_ He never finished, for he passed out into a deep sleep, and welcomed it.

* * *

Harry made his way unsteadily to the rooftop. All kinds of thoughts were racing through his mind, like: "Why did it have to be this way?" and "Why do I have to defeat Spiderman?"

"He was just doing his job…" He said to himself as he exited the stairs onto the rooftop.

"_No, son…He killed me," _Norman's voice spoke firmly inside of his mind. _"Do NOT succumb to your feelings. We are too close to success to be interrupted now." _

Harry shuddered before falling to his knees. "No…No, it stops here. I've had enough."

"_Fool! By drawing back, you are showing your weakness. You care too much. That is precisely your problem. Just look at me! I made my way through to the top because I didn't let anything get in the way, you're just the opposite! You let everything get in your way, and you'll never do anything about it."_

"Th-That's not true!" Harry screamed.

"..._It is until I see proof."_

With that, complete silence filled Harry's mind.

"D-Dad?" He called. "Dad?" Nothing…Just complete silence. Harry felt somewhat tortured by this sudden cut of his father's voice. "He's… Gone." Harry was alone on the rooftop. With one final shudder, he spoke with a sob. "Alright! Alright I'll do it…"

"…_I knew you'd wisen up."_

* * *

Peter found Otto that afternoon sitting at the living room table, staring at the chest plate. "Thing about like to kill me," Otto grumbled to himself.

"What're you going to do with it?" Peter asked, coming up behind him and staring at the deep grooves, "I mean, you have put that thing through its paces."

"Well, I thought of making a new one. One that will actually allow me to breathe under water. Although… I want to keep the original design." He picked up a wrench and an assortment of various things before walking over to his workbench. He began fiddling with an odd variety of things. "At least this one shouldn't take as long," he stated flashing Peter a grin… and the notes from the old one.

Peter, with a stretch walked back to his room, took out his Spiderman outfit (What was the point of hiding it anymore?) and slipped it on. He fiddled with something on his mask as he reentered the main hall and calling to Otto, "I'm going to go and check on Eddie. I'll be back in a little while."

"Take your time. MJ just left a few minutes ago for the theatre and, not to say I'm being nosey, but she won't be back 'till it's late."

Peter looked out of the window before pulling on his mask and speaking, "Really?... That's where she went…" He pushed open the glass door and into the warm air and letting himself fly. Otto blankly stared out the window before shaking his head. "What am I doing?"

**You _have_ become rather** **scatterbrained of late**

**Are you feeling okay?**

**How long has he been doing this?**

**Yes father, you are shall I say… a bit flakey**

"It's okay… I know. I probably haven't been getting enough sleep, that's all," he reassured them as he turned back to his work, the actuators assisting him in various small things.

* * *

Later that night, Eddie lay in his bed, listening to the faint sounds that seemed to echo in the infirmary ward. He was still a bit sore and drowsy from the past couple of weeks, but with the symbiote inside of him busying itself with healing its host; he knew it would only be a matter of days before he was back to his old self… perhaps better than that. Eddie touched the large, white scar on his hand tenderly where Otto had driven the actuator's spike clear through. Flexing it, he sighed heavily. Inside of his mind, his thoughts were focused on one thing: Otto.

"Where can I go?" he mused to himself. Harry had already divulged all of the new scheme's details; now he just needed a place to carry it out; one that would be a benefit to them. Out loud to himself, he began blurting out possible places in the city. None of them seemed to either appeal to him or especially Venom.

_No, we need sssomewhere dark,_ it hissed as it tried to improve his senses. _Try you hearing now, my comrade._

Eddie tried to find a sound to lock onto. When there was none, he made the symbiote cover his right hand and shot out a thin strand of black 'webbing' and waited for it to hit the far wall before focusing his hearing on the reverberating SPACK. He silently counted to himself as he listened to the echoes ring around the room starting out being extremely loud and slowly entering a decrescendo. Eddie grinned triumphantly.

"So I'll be able to turn these improved senses on and off right?" He asked.

_Well… That'sss my job, I have accesss to your brain functionsss, ssso…If we are sssynchronized, then we could be unssstopable. I only have your hearing done and mossst of your old ssstrength, but trussst me. When I'm completely done, you'll be better than you ever were._

Eddie smirked. He liked the sound of that. But the issue of a suitable place that Venom would like was still fresh on his mind. "I hope I'm not imposing, but… I know you were forced into the sewers for a while…and…. Well, do you know of any places?"

Venom laughed, _'tsss about time you invoked my knowledge of something._ It thought for a moment, _Yesss I do know of a place to the North West of the Island that could indeed prove ussseful. You Jussst have to do your part and ressst while I heal you._

Eddie's mood sulked a bit. "Very well… but when I'm as you say completely done, you shall lead me to this place you speak of."

_Yesss, yesss I will. Get back to bed! I can't work while you're jumping about!_

* * *

Harry wasn't having a good night as well; he had lain awake nearly all night troubled by his late father's words. "I don't know if the gas is wearing off or what!" He spoke sharply. He was… somewhat enjoying the silence and peace of mind… but it wouldn't be enough for him to forget everything. He had thought about just exterminating himself but his father had reprimanded him sternly stating that "That was the coward's way out!"

Harry sighed. Though true, Eddie had his own inner demons… but what troubled him was that he got along quite well with Venom. Why couldn't he get along with his father? It was a thought that troubled him deeply and he couldn't bear it.

"Am I really just fooling myself? Could it be that I'm just insane?" He asked himself for lessee, um…probably the seventy-fifth time that night. He turned his head to the window, where thin streaks of light were filtering through. The digital clock on his bedside table flashed in bold, red letters: 5:34 am. Harry sighed irritably and turned over on his side. Well, maybe he could get a few minutes of sleep before anything major happened that day.

What literally only seemed a few minutes later Harry awoke to find himself lying in the same position as he had when he lost consciousness, but… this time, light flooded the room. "Wha? What time is it!" he panicked, looking over to the clock: 12:13. "Aw Damn!" He cursed, throwing the covers off of him. A gentle knock on the hardwood door startled him.

His butler, Bernard, entered the room with a clean pair of trousers, a light blue button-up and a tie. "I'm dreadfully sorry sir. I didn't want to wake you sooner since word was that you weren't sleeping, but it's past lunch time." Bernard spoke with a small smile.

Harry spoke with a gentle tone, "How- How's Eddie?"

"Master Eddie? Oh… he's asleep now sir, but may I say, He's looking much better than before." The butler added with a smile. Bernard walked over and laid the clothes on the bed before returning to the bedroom door and giving a bow. "I shall see you at lunch sir." And with that he left.

Harry climbed out of bed and stretched. Still wearing his black wife-beater and light blue boxers, he walked over to the window and looked out. Hoping to only fall asleep for a few minutes, he ended up falling asleep for almost seven hours. Hastily, he pulled on the trousers and the light-blue button-up, securing his tie on last. Before grabbing a quick bite to eat, he would have to go down and check on Eddie. He casually walked down the long corridors to the infirmary, waiting patiently in earnest for his father's presence to awaken.

The metal doors parted to reveal the medical room. Doctors bustled about, same as always in the day, Eddie lay on a bed in the back.

Harry walked over to him and examined the scars. "Wow! He's gotten much better, hasn't he?" he asked the doctor who was busy running some tests on him.

"Yes sir. It also seems that the symbiote has not only been healing him, but _improving_ him." He answered.

At that moment Eddie stirred and sat up.

"Hey man, how're ya' feeling?" Harry said, patting his back gently. Eddie stood up shakily and stretched. "Ugh… How long have I been out?" He rubbed his head.

"A few hours," Harry said curtly. He was beginning to get a light headache; all the more reason to get away from people so he wouldn't snap at them. "I honestly think you should rest for just one more day. Venom seems to be doing a good job in healing you and… I just want everyone to be certain that you are in fighting position." Eddie stared at Harry for a moment before sighing heavily and sitting back down on the bed.

"I know you're bummed" Harry said, very concerned, "but it's probably better if you don't push yourself… we don't want a repeat of last time, do we?"

"I guess not," Eddie sighed as he ran his hand through his short, thick blonde hair. "Go out first thing tomorrow," Harry sighed again as he walked away and back to his office. Whenever Venom was going out, he would send him to look for the perfect location, one that would be of an advantage to them. As he walked back, he prepared himself for his father's evening ranting.

* * *

Back at the flat, Otto had managed to pry himself from his work and go up to the rooftop with Rosie next to him. Peter, MJ and May joined them shortly after.

"So, how far have you gotten, Edison?" Peter asked with a smirk. Otto gave him a sneaky look, "Why do you care?" he asked returning the playful smile. "Actually, I'm almost done with it. It's a good thing I took notes when I was building the last one, huh?"

"Yeah, you've been working on that thing since breakfast. It's about time you took a break," Rosie said with a sly smile. Peter grinned, knowing that they were about to start teasing each other.

"Well, what do you know?" Otto said with a grin as Rosie slapped him on the shoulder, "Ahasheslappedme," he laughed. Peter and MJ laughed to themselves and held each other close.

If there ever was a thought that Peter and Otto were thinking that was the exact same thought and was at the exact same time, it was now, and was one thing: 'The calm before the storm.' They so far had not let the others sense their tension, but they both knew that if Eddie woke up from his coma, Which thanks to Peter's little excursion and 'Check-up' on them, Eddie was found to be alive and well, not to mention probably improved.

It didn't take long for Otto to doze off with Rosie leaning against him. MJ too snuggled up to Peter and sighed. Her eyes snapped open and she almost called out "Oh my God! What time is it!"

Otto woke up instantly, "I didn't do it!"

MJ looked at him, "Otto what time is it?"

Otto checked his watch. (Yes a watch. His gauntlets are inside the apartment.) "It's 8:30, why?"

MJ stood up and nearly toppled over, only to be caught by Peter. "I have to be at the manager's office in ten minutes!" Peter looked at her before taking her by the waist and swinging down from the roof. "I'll take you myself, I'll be right back!" He said darting down the hallway. He returned merely moments later as he pulled on his mask. "Let's go!" He said, as she climbed onto his back and wrapped her arms around his shoulders as he threw himself out of the window. Otto watched as the red and blue form of his partner and his girlfriend swing away into the city.

Flinging out weblines at every chance in order to gain speed, Peter sped through the air, landing on a rooftop and launching himself off into the air. MJ watched as the street below draw away from them then suddenly lurch forward as Spiderman landed on the ground. MJ slid off and lifted the mask to kiss him. "I'll see you at home… Thank you!"

And with that, she disappeared into the backstage office.

Peter was up and off when the sound of another alarm went off.He followed it to a small jewelry store that sat right on the southern edge of the park. Peter silently slipped in through a shattered window and sat on one of the rafters where he could clearly see the criminal. He was bald with a thick red beard. He wore all black, (As pretty much all crooks do) and was too busy to notice the young superhero above him.

Spiderman managed to pick up the faint noise of air being displaced followed by Cat's feminine laugh and Otto's voice, "Well, well, look guys… a Fuzzy Billiard Ball!" Peter broke into laughter as he flipped down and onto the floor.

"Looks like we all got here at the same time, huh?" Cat asked standing next to Otto.

"Yes, a real predicament… well, Ladies first, don't you think Spider?" Otto asked, a smile in his eyes appeared from behind his sunglasses.

Otto and Peter relaxed against the wall as they watched Cat go head to head with 'The Fuzzy Billiard Ball,' as Otto liked to refer to the criminal. When he was at last unconscious, Peter spun enough webbing around him to keep him contained. "That should keep him there until the cops arrive," he said crossing his arms.

Otto checked the time, "Hey Pete shouldn't MJ be getting out about now?" Peter walked over and inspected the glowing digital numbers. "Yeah. Hey, I'll see you guys around." With that, he disappeared.

* * *

As soon as Otto got back to the apartment, the phone rang. "At this time of night?" Picking it up, he heard Kurt's voice, panicked and rushed.

"O-Otto, you have to get over here now! S-Something terrible has happened."

"Kurt, Kurt! Calm down! What's wrong?" In the background he heard what sounded like flames and screams. The line went dead. Peter, who had just gotten back with MJ, came forwards with a puzzled look.

"Peter, we have to go, now!" Otto said slamming the receiver down and running to the window.

"Otto, it's almost ten, who was that?" Rosie asked, coming up from the library.

"It's Kurt and I think something's really wrong!" he called back. "I promise," he said in a softer voice, "I promise I'll be back by morning."

Rosie stood for a moment "…Be careful."

Otto gave one last doleful look back before following Peter. MJ, who was on the couch, stood up and walked over to her, "Where are they going?"

"I don't know, but… I have a feeling that something is wrong."

* * *

Muahaha I'm an Evil author, ain't I? CLIFFIE! 


	25. Chapter 25: Turn for the Worst

Author's note: "'allo, daffy English kniggits and monsieur Arthur king who has the brain of a duck you know!" –French Dude, Monty Python and the Holy Grail.

Rehehehhe, I looooove Monty Python. Please excuse the silliness; I've been watching the Flying Circus.

Terribly sorry for the delay. I forgot to put up an 'On Hiatus' sign 'cuz I've been getting it really hard with HW lately and… I'm soooo sooorrryyy! But I know you'll understand.

**DJ**: Of Course we will!

**JS**: Must… Must critique!

**Silver Spell**: Oh, you guys!

* * *

**Chapter 25: Turn for the Worst**

Wind whistled loudly in both of the hero's ears as they flung themselves through the muggy night air towards Morningside.

"So…What…Do…You…think…is….Going…on?" Peter yelled.

"I… Honestly have no Clue!" Otto replied, nearly missing the top of a building.

Landing on the grass in front of the University, Peter let out an involuntary cry of horror at the sight of the science department in flames. Otto had disappeared only moments after landing, and was nowhere to be found. Peter spied his teacher seated on the grass with a blanket wrapped around his shoulders and a few paramedics asking him questions. "Dr Connors!" He yelled running to him. Peter immediately bit his tongue and reprimanded himself, "_Yow! 'Better watch it. After all, he doesn't know me." _

At the call of his name,Kurt whipped around to stare at the red and blue face mask of Spiderman as he lifted his eyebrow, "Yes?"

"What happened here?"

Kurt readied himself to open his mouth before one of the firemen tapped Peter on the shoulder. "Thanks for comin' out, but… I think we've got it under control.

"Oh, sorry… I'm waiting on a friend."

"Oh, oh…right," the fireman mused, realizing that he was speaking about Otto. "I just hope he didn't go in there. That place is about to go." A large area at the bottom of the building wasn't on fire, this bewildered Peter and several other people.

"Thank god that part of the building's non-flammable," Kurt said in a weary voice.

"Why? What's in it?" Peter couldn't help but ask, adding to his façade that he didn't know these things.

"Chemicals… and a load of 'em too," the Dr. added. Something wasn't right about him. He was trembling and had a large, red burn on one side of his face.

Peter sighed, "Otto I sure hope to god you're not in there."

* * *

(Guess what, He was!) While all of that was happening outside, Otto had managed to slip unnoticed into a back alley, and somehow managed to get inside on the second floor. He had already guessed who did this, and what he was looking for, would probably already have been destroyed.

**There's a stink here**

**I'd say the stench of a goblin**

**Hey look, people!**

**Up here? That ain't healthy!**

Otto ran over to two students, by the looks of them, they were unconscious and wouldn't survive much longer.

Something glinting in the firelight caught his eye: A brass sphere with a shining green glass core. Inside digital numbers beeped as they slowly counted down: 5:36…5:35…5:34. Otto's brow furrowed as he extended one of the actuator's spikes and tried to skewer the ball, only to have it roll away with not even a dent on it. "What kind of metal is this made out of?" He asked himself, picking it up. "'Guess I'm gonna have to take it apart by hand," he continued, eying the timer: 4:44…4:43…

He managed to get his fingers around it and forced it open at the middle exposing a few wires and the minute timer. "Now which one?" He said sarcastically placing his finger beneath a thin blue one and uplifting it. There was a tiny spark as Otto looked to the clock's face. Four minutes exactly. A smile crept across his face. Turning to the unconscious students, he sighed "Alright guys, let's get you outta here."

As he knelt to gather them up, a loud BEEP overlapped the sound of burning wood. "Eh?" Otto said curiously, bending over to examine the supposedly deactivated bomb. "AARRRGH!" Hegrabbed the students by the collars. The clock had reappeared again, but this time it said 00:10. _Oh great! Ten seconds before the end of the world._ "Hey Spidey! Catch!" He yelled, flinging the two out of a broken window in the last two seconds.

"Oh, nice!" Peter yelled, jumping up and catching them. He placed them on the ground where the medics ran over with life support systems as he turned to the firemen. "I thought you guys said there was no one left." The man shrugged with a guilty/ panicked look on his face.

"I-I'm sorry, we didn't know."

* * *

A loud boom, followed by a rushing noise and a blazing inferno was all Otto could see and hear coming towards him. He yelled as he put his hands out in front of him and forced all of his energy into his arms, hoping that somehow, it would block the impending destruction. A strange feeling seemed to enter his hands as he closed his eyes. He waited for the scorching flames to envelope his body, as they did that night at the pier, but to his amazement and relief, nothing happened. No heat, no pain... nothing.

He gritted his teeth and opened his eyes to see what happened. His arms, still outstretched seemed unscathed. But that's not what amazed him. Around him, though rather translucent, was a faint shroud and his hands, emitted a light golden glow. "So that's what stopped it," he whispered.

A loud crack made him turn his eyes to the ceiling. The roof was giving way. Otto moved his hands up at the last minute as a shower of embers and paneling collapsed onto him. Most of it that didn't fall to the floor became stuck in the shield. Glancing rapidly from his hands to the tentacles, his ears picked up a faint hum.

Something clicked apparently, "Harmonic Frequencies! Yes!" He cheered, losing his focus. The shield dissipated, causing a shower of sparks to cascade down on top of him.

"Owwww!" he shuddered, rubbing the back of his neck and shoulders. "Nice one." He muttered. Another shudder from the floor caused him to jump. "The dust I'll bite, so I'll exit stage right."

* * *

Peter sat next to Kurt who began to shudder again. Otto came running up, looking rather livid and disheveled, but still with a smirk. "Jesus Christ, I thought you were dead!" Peter exclaimed at seeing him covered in cinders. Otto rolled his eyes and looked at Kurt. "Hey, buddy, what's wrong."

"They…took her," He panted.

"Whoa, calm down," Otto said as he knelt down and place a hand on Kurt's shoulder. Kurt looked at him with teary eyes. "They took her!" Otto's eyes searched his friend's face before he silently mouthed, "Lilia." He stood up, muscles tense as he clenched his fists.

"Lemme take a wild guess as to who did this… um, GG?" Peter asked crossing his arms.

"N-… How'd you know?" Otto asked sarcastically, "That's what that explosion was a few moments ago."

"How'd you survive that?"

He glanced over at Kurt, "I'll explain later." He walked over to Kurt and placed a hand on his shoulder. "We'll get her back, I promise." He motioned his head for Peter to follow him asthey sidled back behind a tree. Otto spoke in a low voice, "I'm only going to say this once 'cause there's no telling where those two are right now. But, I apparently have the power to generate impenetrable shields using the harmonic fields of my tentacles."

"Why is that dangerous to say out loud?" Peter asked curiously.

"Well, let's just say that if I can direct the energy and amplify it, we could be looking at the perfect way to get rid of Venom." Peter thought this over for a moment, before his senses picked up some extremely faint shock waves. "That can't be good."

Otto stared at his face before his eyes grew wider. "Oh, my God!"

"We are such-"

"IDIOTS!" Otto finished the web-slinger's statement. They both scrambled up the side of the nearest building with one final call from Otto, "I swear to God, Kurt! We'll get her back!"

* * *

"How could we've been so stupid? I knew I should've stayed behind!" Otto screamed.

Peter rounded another building on his webline before throwing another one out. "What and miss out-?"

"Peter, this is serious!" Otto launched himself off of another high rooftop and landed like a cat on the next highest one in the area. From where he was at, he couldn't see his apartment, but he could see a thin column of smoke. Heart in his throat, he leapt after the red and blue blur that zipped beneath him.

Upon reaching the scene, Otto leapt up onto the face of the wall and through one of the shattered windows.

"What is it with you and jumping into burning buildings?" Peter called.

"I lost her once and I'm not gonna lose her again!" Came the sharp reply.

Peter sighed and followed him. He found Otto darting about screaming out the names of the missing, "MJ! May! ROSIE?"

Peter calmed himself down, knowing that this would need a level head. "Well it seems the only thin destroyed was your lab," He stated, seeing Otto staring down into the slightly burning hole that was once his lab.

"It was just a distraction…" Otto mumbled.

Peter was still busy thinking. Even if it wasn't Harry, this had happened before. (A/N: Hint: Think coughOttocough) "We just need to figure out where they have them."

"Wha?" Otto asked dazed as he turned to face Peter. His eyes shot wide open and he dived for Spiderman, "LOOK OUT!" While managing to get Peter out of the way, Goblin's glider hit himpainfully in the ribs. The next few moments were slow and agonizing. As the glider hit him, Harry reached to the back of Otto's neck and ripped off the tiny chip. Otto fell to the floor motionless and numb from the shock of what happened. A sharp pain was beginning to snake its way down his spinefrom his head.

Peter saw the whole thing. "Harry? What the HELL are you doing!"

"Relax, Pete. 'Just taking matters into my own hands," He cackled. Otto looked up, his face beaded with sweat, to see Harry deftly flipping the chip in his hand. His head fell to the floor again and a wave of unbearable nausea overcame him. Peter thought about following Goblin as he sped off with a final laugh, but seeing Otto on the floor without the inhibitor chip seemed to grip him in icy fear. Slowly, he edged over to him and propped him up.

"I…I think… I'm gonna hurl," He whispered, falling onto the floor again. The voices had returned, stronger than ever, desperately trying to work their way into his mind. Peter held him up again as he took a few breaths to calm himself, then, in a choppy voice, whispered, "They-They're obviously playing hardball now…" Peter could only stare, fixated with horror. What was going to happen? He couldn't say. It all depended on how well Otto could push the voices away.

Otto warily got to his feet and wandered over to his workbench, which thankfully wasn't destroyed, and hastily began putting the finishing touches on the newer chestplate. If anything, he didn't want to fight with a piece of armor that was battered and extremely scarred. He just couldn't take that risk.

Peter watched him the whole while, flinching when he flinched because of the voices.

**Free at last**

**Why did you shut us out for so long?**

**...It's the bastard that destroyed our work!**

**Do what we said before... KILL HIM!**

"No," He whispered, putting everything down onto the bench. "Get the hell over it and grow up! That was a year ago…I'm over it now, and you should be too."

Peter waited with baited breath. If they could take full control, there's no telling what he could do.

**Soon we will have full control**

**And if you can't kill him**

**Then we will**

**You won't have a choice**

"Maybe, but you'll still have to overcome me if you want to get any control at all."

**He killed Rosie!**They all hissed in unison. Otto stood up from his chair rather abruptly, "Are you that blind? She's not dead!"

Once again, the voices were in unison, **...Even if she lives, they will kill her to get to you!**, they saidangrily. Otto was stone-faced for a few moments before sitting back down and putting a few more things into place. At last, it was done. He stood up and ripped off the old armor. He watched as it fell to the floor with a clatter before taking the new chestplate and snapping it on. Though the actuators were silent, Otto could feel them trying to get into his mind. Peter backed out of the window. Why did he feel so afraid? Sure he would've been able to take him on, but… Otto was so much stronger, faster and more clever than he had been.

Otto walked out to the balcony where Spiderman sat. Here, Peter could get a good look at how pale Otto's face was. It didn't look very good, for either of them.

"It's just a matter of time…isn't it?" Peter asked gravely. Otto nodded solemnly, "I'm afraid so."

He was silent for a moment. "Peter, I want you to know something. If I have to surrender control to-"

You wouldn't do that, would you?" Peter cut off.

"…Only if …i-if I have no other choice … I want you to get out of there. When and if Ock comes back, I'll only have one hour before I lose it forever…I won't be able to regain sanity." He hung his head and shoulders as if a great weight had been placed upon them. "Meet me at the top of the Empire state building. I'll tell you where to go from there."

"Where are you going?" Peter questioned, climbing onto the railing.

"I…have to find Cat." He disappeared over the side, leaving Peter alone. He took a few deep breaths and leapt off of the railing, sending a webline. It was going to be a long night.

* * *

All along the FC, Financial district and surrounding areas, Otto leapt from building to building, calling Cat's name. He was about to give up when he spotted her down below on a rooftop. The same rooftop that he tailed her to the first time they met. She leaned up against the green-tint glass with her arms crossed, her snow-white hair brushing against her face in the breeze. He landed with the tentacles steadying him.

"Hey, what took you so long?" She asked, turning her head to face him.

He shrugged, "I'm just gifted." His smile dropped when he remembered the severity of the current problem. "We need to talk."

"Oh?"

"We…We might not be able to see you anymore, Cat," he said with a heavy sigh.

"Hmm, hysterical…blindness?" She asked curiously.

"What?... Oh… nothing like that. You see we just had several bombing attack by You-know-who and he managed to make off with my inhibitor chip." He paused and took a deep breath after wincing a few times. "When he attacked the apartment, he ran off with Rosie, May and MJ… and my sister-in-law."

Cat listened intently, the curious look on her face growing by the second.

"The problem is," he continued, "That the actuators can take over. And if that happens. I could kill you if you got in the crossfire."

"Cat wanted to say, 'well, I'll be careful.' But this problem clearly barred her path. She just smile with a sad look in her green eyes. "I'm sorry," Otto concluded.

"…Let's just skip ahead to the part where you ask if we could still be friends." She said with a slight laugh.

Otto returned her smile, "Can we still be friends?" It reminded the both of them about children. When one does something, the other one asks, 'Can I still be your friend?'

She ran forward and wrapped her arms around him, "Sorry… that was a little harsh. But don't sound so dejected, 'cause once I cross your path, I'm not that easy to get rid of." She looked away slightly, "Go," she said, with a wave, "go find your girl. You're doing what you want." She walked away a bit, "And good luck."

Otto turned to leave. With one last look over his shoulder, he gave Cat a friendly smile, "Thanks Cat." When she turned around, he was gone. Her smile dropped a bit. She would have to follow them, despite Otto's warning. Something…a feeling deep inside told her that they were going to need her help, even if it wasn't much. She bit her lip. Just what kind of horrors were to be unleashed when Ock came back? And what troubled her the most was the burning question, 'what horrors awaited them… wherever they were going?'


	26. Chapter 26: Inner Demons

Author's note: Hey guys, I really don't know what the problem is with all of these typos. They aren't in there when I edit the chapter. A Weekend update w00t!

Zis one is specially dedicated to **Agent Silver**, Thanky you for mentioning me in your 'Otto jokes' fic.

And do you guys think that the wording is a little stupid? Because whenever I look over some of my old chapters and these recent ones… some of them look like I was on Crack at the time, but I assure you no drugs were taken…ever. 0.o

I don't know what's weirder, being just me, or writing a tense Spiderman moment while listening to Jimmy Buffet'ssong 'Fruitcakes.'

* * *

**Chapter 26: Inner Demons**

Peter sat at the top of the State building, mask dangling from his hand. He closed his eyes as a warm breeze stirred his hair a little. The smell of rain was strong. He pulled on his mask as dull thuds announced Otto's return. Otto eventually reached the top, white faced and exhausted. "This isn't helping," he sighed.

"Alright, where're we supposed to go?" Peter asked, adjusting his face mask. Otto pointed off to the East, to a dark patch in the sea of city lights. "…There."

"Lead the way."

They both climbed down. Otto gripped his forehead momentarily, shuddering with pain. _Kurt was right…Ock is…a different person,_ he thought. No, he wasn't a person, he was a demon, desperately trying to claw its way to the surface, after being locked up for so long.

After getting a worried look from Peter, Otto waved him off, "N-Nothing," He panted, "Let's get move on." They made their way down to the river front on the roofs, careful not to attract any so-called attention to themselves. Otto stopped for a moment to regain himself after another quick shudder. "Just take it slow," he muttered under his breath. They crossed the river beneath the bridge. Otto looked down into the grey water, cast with the shimmering lights; it was beginning to look rather comforting.

**Go ahead, jump**, it was their voices, however, they had fused together and taken on a more menacing form.

_Ock…_, Otto hissed mentally. "You butt out!" Peter didn't look back at him that time, he just formed a worried look beneath his mask, but still cheering him on, "That's it, just push him back, anything to give us more time." They finally reached the Eastern shore (Of the main land.) With firm ground beneath their feet, they had a chance to relax, if only for a brief moment. Otto rubbed his face a few times before looking up. "We'd better not go through the city, in case they've got watchers."

Peter nodded and they set off down the shore on foot. Eventually, after about a mile or so they came upon an old rusted fence with an equally rusted sign that said: Keep Out; Land Unstable. Otto and Peter both peered over the barrier into a mist-covered marsh. Otto looked up and down the fence stopping when he saw that it went into a small forest that fringed the wetlands. While Otto was inspecting the rusted fence, Peter looked to the west as a warm Easterly breeze brushed over him. Clouds were rapidly coming in, bringing the promise of rain.

"Well, let's go," Otto said tapping him on the shoulder as he hopped over into the bog.

Peter followed. "Well, no more web swinging," he said, eying the pools of stagnant water and sphagnum moss. As he ran to catch up with Otto, he fell into a deep pool with a cry. Otto spun around on his heel and ran towards him.

**Nah, Leave 'im, **came Ock's harsh voice from inside his head. "You shut up. That's the last thing we need right now."

He reached in and pulled Peter up with some difficulty from the mire before turning around again, "Follow me." They slowly picked their way through the marshes, moving closer to their destination. Peter came up behind Otto and spoke, "What exactly are you looking for here?"

Otto smiled as sweat ran down his face from the effort of keeping his demon inside of him, "There's an old bell tower here. You see, this used to be an addition to the old Colonial New York. Y'know, a town hall, neighborhoods, etcetera. Well, they didn't know that with the way this pocket of land was it was soon to be a flood plain. I was reading some old texts and, it seems that the bell tower of the town hall had been built on probably the only spot of firm ground, every thing else sunk… There, I see it."

Peter squinted through the fog, finally seeing a tall outline of an old tower. They had been trudging through these marshes for what felt like an hour, so to Peter, it was a welcoming, though foreboding sight. Otto trudged on at the same pace; his legs seemingly moving on their own. Not much longer now… 'Till all hell broke loose.

* * *

MJ woke slowly. She took a few deep breaths. The air was dank and musty, and the room was spinning. She could feel someone on either side of her, but with the dim light, she could barely make out who it was. 

"Ah, I see you are awake," came a very familiar voice from somewhere in front of her. As her eyes adjusted to the light, she saw that the room was actually… not that dark. Beside her she could see the unconscious forms of May, Rosie and another woman who looked remarkably like the former. _She must be Rosie's sister,_ MJ thought as she tried to lean forward a bit, only to find that her arms had been bound behind her with a soft piece of cloth. It wasn't painful, not like metal chains at least, but it did restrict her movements to where she couldn't take them off even if she tried. She glanced around to seek out the voice and found its owner reclining on an old, moss-covered rafter, flipping a tiny chip in his hand. Her eyes shot open, was that Otto's inhibitor chip? "Harry?" she called into the gloom. Next to her, May stirred.

Harry looked up. His mask lay next to him and the light of the clouded moon dimly shone off of the emerald plates.

MJ looked back between Rosie and her sister and to May before speaking, "Harry? What is all of this? What's going on?"

Harry just looked at her. A most uncomfortable stare. "Spiderman can't resist coming to the aid of a few damsels in distress, can he?"

"Is this all about revenge?"

"Yeah. Y'know, it's kind of funny. My best friend ends up being the one who killed my dad. Nutty, huh?"

"Harry, Peter didn't-"

"Oh, so he's told you?" Harry asked with the air of confidence.

"Yes," MJ said with seriousness, "and Harry, if you'd just listen to me. Peter didn't kill your dad-"

"I am so sick… of people tellin' me that!" he bellowed, waking the other two up. They all stared at him. How could Harry have done something like this?

MJ spoke up involuntarily, even though right now, she wished she would've stayed silent, "They _will_ come and they _will_ stop you." She bit her lip. What had made her speak out like that? She loved Peter and nothing even his former best friend said was going to change that. Harry gave her a wicked grin, "Oh, they'll come all right, and we'll be ready for them." Venom's face seemed to materialize out of the shadows. He bared his teeth as MJ stared. Hundreds of thin daggers waiting to be used. As quickly as he had appeared, he vanished.

MJ shuddered, "I feel so bad for Otto right now, having to fight that thing…" She sighed, "Where were they?"

* * *

Out side, Venom sat on the very top of the crumbling roof as a lookout. He was, perhaps, a littleeager. The very second that he was fully healed, he had spent his time training, but still looking for the perfect place that would not only be an advantage to them, but a hindrance with the surrounding landscape to Otto and Peter. He grinned. All of his senses had been tweaked to the point of perfection. After all of that time he spent in his comatose, he was ready to fight. Movement on the marshy downs below caught his attention. For most of the evening any movement he saw, was quickly dismissed as a bird or marsh animal. This time, however, it was clearly two humans. A fork of lightning overhead illuminated everything and the two figures stopped before continuing to trudge through. 

Venom's lip turned upward in a smirk as he disappeared into the tower.

* * *

As they progressed nearer to theirrather forbodingdestination, Peter began to notice a change in Otto. He seemed to look stronger, maybe he was winning against Ock. Who knows? Peter could only hope that it was that and not something else. Not even two feet from the base, Otto dropped to his knees gripping his forehead. Peter stood by his side and looked at him. Otto winced a few times before letting out an inhuman growl and suddenly, if only for a second, his eyes flashed a bright amber color. Peter let out a long breath as Otto regained his control. 

It was then that Peter realized that Otto wasn't winning this ongoing struggle, not gaining strength, but losing what was left of his humanity.

"C-Can't you…j-just…wait!" Otto hissed through gritted teeth.

**No! I'm tired of this. The easiest way would be to just go in there and take 'em out!**

"No! You're just going to kill anything that moves…a-and I'm… not risking it," He struggled.

**Damn you! If you had any sense, you'd let me handle it**

"Well, you can't control me if I'm dead, can you?" Otto replied coolly.

"Otto please don't do anything you might regret," Peter warned, wondering what was going on in his mind.

Ock was silent momentarily. "If you do anything stupid… I'll kill myself, taking you out with me," Otto panted.

**You wouldn't do that… I know you. You care too much for the others to do tha-**

"What makes you think I won't!" Otto snapped as he made one actuator extend its spike and bring it to his throat. Ock was quiet and there was a long awkward pause. Otto after a few minutes felt the presence recede a ways back into his mind. He lowered the actuator with a painful sigh as Peter drew in a long breath.

Otto turned to him, "Don't hold your breath again, please?" Otto looked at him for a moment. His costume was thoroughly caked with mud, the brilliant scarlet and azure turned a swampy brown. Otto looked down at himself, seeing that he wasn't any better looking. "Listen Peter, you find the girls and do whatever you like with Harry. I'm gonna take out our little sidekick problem. And…oh, if you find the triggering mechanism for the clockwork, I would reeeeaaaly appreciate it if you found somehow to turn it on. It's probably going to be jammed, but you're gonna have to try because trust me; it's going to make our lives a hell of a lot better." He reached up and pulled himself onto the mossy side.

"Wait Otto!" Peter called. "How in the hell did you know to come here?"

Otto looked down at him, "A dream. Good luck!" And with that, he scaled the side. Peter climbed in through a hole at the bottom and up to the ceiling.

Careful not to use the actuators as much as possible he slowly scaled the slippery exterior. "Al-almost there." With Ock's influence, he could do this rather easily. As he climbed, he thought, _Ock's the monster… not me. …I…I must be turning into a monster from the inside out. _His thought was true. Horrible, but true, and if he were to kill someone he cared about in his bloodlust, he wouldn't be able to live. The thought alone was hurting him enough already and with Ock tormenting him; he couldn't guess how much longer he could hold on. He reached the roof and sighed. "God, this can't get any worse can it?"

Another fork of lightning flashed across the sky and a downpour started. Otto flattened his eyebrows and scowled, "Obviously it can."

On the other side of the roof, Venom crouched waiting for the right moment before jumping away releasing a strand of black webbing and swinging up and around in an arc.

"Didja misss me?" He cackled as he came around connecting his feet with Otto's back, slamming him through the decomposing roof. Otto's sight went black as the rest of the roof fell in on top of them in a shower of rubble.

* * *

Peter was busy picking his way through fallen rafters and jagged pieces of metal when he came upon the different levers that operated the clock somewhere on the third floor. He reached out to grab it felt the building shudder from the roof collapsing. "My god, what is Otto planning to do once he gets the bells going? This place could come down any minute." Screams echoed from a few floors above. "Aunt May, MJ…" He left the clockwork, and fairly flew up the walls. The bells could wait; this was about saving his love and everyone extremely close to him _and_ Otto. 

In the last few feet, he put a huge burst of energy into his jump, slamming himself through the rotting floorboards. "MJ!" He yelled seeing her tied to a fallen rafter. He ripped off his mask and tried to undo her bonds to no avail. "What's he done to you?"

"Nothin' Pete, chill."

"Peter, look out!" MJ screamed. Peter whipped around and was punched in the face by a green-gloved fist. He flew back into the wall and slumped to the floor. Peter shook his head. As his vision came together, he saw Harry with the inhibitor chip in one hand and the other…was a fist. Harry grinned wickedly at the sight of Peter, blood starting to ooze from his nose.

Peter held out his hand, "Harry, give me the chip."

His friend stared him in the face, "What, and give up our advantage?"

He shook his head, "No. It's gotten out of hand. He'll most likely kill us all than give up."

"That's why Venom is going to help out too."

_Help too? What is he talking about? Does he want to fight?_ Peter stopped. That was it! "I'm not going to fight you," Peter said coolly. Harry's grin turned to a sneer. He made his move, whipping out a brass sphere from his belt, setting it by MJ and switching it on. MJ shrieked as she watched the clock count down.

"Harry!..." Peter screamed. "Alright…" He stood up. "I'll fight you." Harry smiled, an evil glint lighting his eyes. He picked up the orb and shut it off before placing it and the inhibitor chip in his belt. Rosie Eyed them both, wondering. _Come on Otto, I know you can get through this in one piece._

* * *

Otto's face was burning and his back ached. _What?... what's this on top of me?_ He opened his eyes. He was laying face down on the wet concrete. His glasses were gone and from what he could see, he was lucky that he had wood on top of him instead of a huge block of masonry, like some other places. "Wait a minute," he started, bolting upright. He remembered the dreams he had been having. "Impossible, no!" He looked up at the sky, shielding his eyes from the icy rain. Getting to his feet, he cautiously sauntered over to the edge of the large area and looked down into the mists that smothered the ground. 

He shook his head in disbelief. Had those dreams really been visions? If that was true, then Peter… No, could he? He could hold his own against Harry. He sighed heavily, what a turn of events. There came a snicker from behind him and Otto turned to look into the shadows. Another bolt of lightning illuminated Venom's sneering face, strangely, Otto wasn't startled. He braced himself for what was to come. _Peter, hold out for just a little longer._

* * *

How long this was going to go on, Peter couldn't really say. Throughout the tower they chased each other, stopping temporarily on a disintegrating rafter to exchange blows before rocketing back up to the main floor, where Harry managed to catch Peter off guard. Harry tossed a small explosive to Peter's next landing spot. When it exploded, a torrent of debris flew forward; a piece of wood cast a glancing blow across Peter's forehead. 

Peter's head was spinning when his spider sense went off. He felt a strong hand seize his throat and slam him into the wall. "Harry-" he choked out.

"Sorry Pete, It didn't have to be this way if you hadn't killed my father!"

Peter gritted his teeth and somehow found the strength to connect his fist sharply with Harry's face. He fell to the floor gasping as Harry staggered back a ways, clutching his injured nose. "I didn't break your damn nose!" He was so tired of trying to explain to Harry that his father had killed himself. "I've given up Harry," He panted "You just don't want to listen."

Harry snarled at him. He slammed his foot into the floor next to May.

"Aunt May!" Peter yelled as the ground crumbled beneath her. She screamed as it gave way, sending her tumbling into darkness. "Nooooo!" Peter yelled after her as he dove through the newly opened orifice. He dove, praying that she didn't strike a rafter, or be struck by a falling one. Peter came beside her and ripped off her bonds. He held her close as he shot a webline up to the floor where they were. Their fall had stopped. May let out a shuddering sigh as Peter looked up to Harry. Giving a tug, he began his upward ascent into the room. "I know it's not safe taking you back up there, but you'd probably be in more danger if I let you go back through the marshes alone."

"I understand, Peter," May said, hugging him. He pulled himself up through the hole and walked over to a sheltered copse.

"Go ahead and free them," Harry said, leaning against a rafter as Peter glared viciously at him. He walked over to Rosie and Lilia calmly and without speaking ripped the bonds in two. They stood up and looked at Peter, Lilia shook her head silently. So this was Spiderman. He was a boy. Peter walked to MJ last and freed her.

"Why is Harry doing this?" She hugged him.

"I know, but he's not going to get away with it." Peter replied gently. As MJ went to stand with the others, Harry pressed a button on his glove. An Explosive, about half the size of the last one, went off directly above Peter, sending a shower of shredded iron cascading down. Peter shielded his face as the shards pierced and sliced his skin. He flopped to the floor as pain flooded his body. He couldn't move. All he could do was hear MJ scream. A few shards protruded from his shoulders. He closed his eyes as Harry laughed.

"I know you're not dead," Harry said, walking over and prodding him with his toe. "But I need you to look it so Otto will freak."

* * *

Otto stood glaring through the rain at Venom. He had felt the shudders beneath and he knew what was happening. He also had heard MJ scream. Baring his teeth, he charged strait at Venom with a roar. _I know what's going to happen next_, He thought as the actuators bared their spikes. His legs were moving on their own and as he came nearer, Venom slammed his fist into the floor. The ground gave beneath him, sending him ploughing through fallen beams. The sound of splintering wood filled the air as he slammed onto the ground after falling through a large empty room. He hissed as he got to his feet and looked to the side. 

His hiss turned to a gasp as he saw Peter lying motionless on the ground. "No… It…is coming true."

MJ covered her mouth. It was the dream that Otto had told her about a few months ago, it was happening now. Harry laughed as Otto turned to him. Seeing Peter still on the ground, he ran to him and examined him. He didn't care right now if Venom was getting ready to pounce. All he could feel was slowly building rage flowing through his veins. This was bad though because all it took was him to lose it, and Ock would be unleashed. His hands trembled slightly as tears filled his eyes. He closed them and gritted his teeth as hard as he could.

Harry and Venom watched him intently. Something wasn't right.

Otto swallowed before speaking in a harsh voice. "You… killed…him…I'll…" He though desperately to the presence in his mind, _If you are going to take over, then you better do so now! I want to kill them! _"I want to kill them," He mumbled,raking his nails across the wood. "I'll kill them...I'll...I'll," he shuddered before whipping around, eyes blazing a glowing, metallic, amber color. His pupils turned to cat-like slits as his fingers raked across the sodden floor, "I'LL KILL YOU!"

Rosie covered her mouth as Harry and Eddie stared wide-eyed at the man before them. The half-dead scientist had disappeared, leaving a blood-crazed demon staring them straight in the eye.


	27. Chapter 27: Monsters

A/N: Okay, the official chapter 27!

Ahh, it certainly feels good to get those tests out of the way. My hand nearly fell off during the English one. No multiple choice, just two ten-page essays in 2 and a half hours. -- Ack!

Anyway, I decided that now, it's been too long (twitch), so here you go. Oh,

And thanks guys. I think I will keep Rosie in. I was just going through one of my self-doubting modes. So, sorry JS, I'm not killing her off :P, thanks for your input though.

* * *

**Chapter 27: Monsters**

Peter groaned; the pain was excruciating. He ran his gloved hand tenderly over the cuts and tiny pieces of sharp metal protruding from his flesh. "MJ…ugh, where?" He raised his head and looked around. His vision was swimming, but as it cleared, he found himself staring at Otto's back. He painfully turned his head and looked to MJ; she was fixated with a look of pure terror. That's when Peter noticed that Otto was bristling. His spider-sense was screaming and a feeling of desperation and fear was forming in his gut. "Oh, no… We're too late…" Peter hissed to himself, "Cat…Where are you… when I need you?"

Harry stood up straight and grinned, trying his best to mask up his panic. "Go have some fun," he snickered to Venom, "After all; you've been working out too."

Eddie had completely forgotten that.

Ock was seething now, mixed with harsh laughs. "Heh, heh…don't blink…" Came the harsh, raspy voice. When Harry _did _blink however, Ock was no where to be seen. His brown eyes darted amongst the faces of the various captives and then to Peter who was painfully forcing himself up. No one had any clue as to what had just happened. Just then, a voice that felt like a thousand needles in his heart quietly sounded in his ear.

"…I told you… not to blink…"

Harry was trembling slightly as he turned around. There, like two lanterns, were the infernal eyes of his tormentor peering out of the gloom. Their unholy gaze seemed to pierce right through him and Ock could literally see his fear. "…Ergo…" The next few moments, Harry didn't know what hit him. All he knew was that he had something hard smack forcefully against his chest, knocking him across the room.

All of this had happened extremely fast for Eddie and the symbiote. The moment that he had knocked Harry back, though, he saw his chance. With all the strength he could muster, he flung himself at Otto and buried his claws into armor and flesh. Their combined momentums carried them through a decomposing wall and into the main bell cavity. Both snarling and clawing at each other, fighting tooth and nail, they fell, eventually breaking apart and bouncing off of anything in their vertical freefall path. Ock finally managed to clamp an actuator onto the side of a bell, careful not to crack it, and hauled himself to a crouching position on the slick, curved face. Venom twisted to escape an oncoming rafter and landed with a SPACK on the soggy wood. _Caaa! How did he get ssso fassst?_ It mattered not though. He was just getting started. The two combatants glared daggers at each other before Otto let out an animal-like roar and leapt closer to Eddie. Venom launched himself to meet him in midair and they rocketed about the chamber, speed matching speed and strength matching strength. This was unlike when he first fought Otto. Though both man and machine had learned to be in sync with one another, the creature he fought now showed nothing but expertise in his technique. The way he handled the tentacles, the fluid movements of now had far surpassed then.

* * *

MJ ran to Peter and hooking her arms beneath his, helped him to his feet and embraced him tenderly. Rosie and Lily were busy looking through the hole through which the two had crashed. May stood looking at the limp form of Harry, wondering if she should help him or not. A look from Peter gave her the exact answer she needed. Then she remembered. The crimes that were committed, the assaults on Peter, the many people who had lost their lives in the attack on Times Square. She turned away.

Beneath everyone's feet, loud booms from the actuators striking various places down below from missed attacks shook the floor.

Peter with his good hand reached up to his shoulder and removed a long piece of metal that was embedded in his skin. Immediately he felt a new freedom in his arm; he was actually able to move it. A sensation rushed to fill the ache. A feeling like all the blood was rushing into it.

"Must've been pinching a nerve," he mumbled flexing his now movable arm. He turned and faced everybody, "Stay here, guys… I'm gonna put an end to this once and for a-"

His sentence was cut off as the girls screamed and floor exploded in a shower of debris not more than five feet from where he was standing as Ock flew up from the paneling and landed hard on his back. Venom followed not a moment later with a growl, rising a few feet into the air.

Before his feet could touch the ground, Ock had flipped himself up and seized his foot. Ock swung him in a circle before letting him fly headfirst through the wall. Now that he was stopped, Peter had a chance to regain himself and survey the damage.

Ock was in a crouch, gritting his teeth and growling. All around the place, holes and craters dotted the floors and walls. Peter looked at himself rapidly; blood had soaked parts of the costume. Looking back at Ock, Spiderman could plainly see that the fight beneath their feet had been extremely heated and sparks were flying. He had acquired a small gash across the bridge of his nose, his shirt was torn in several places and the new armor was beginning to show evident signs of wear and tear. All over him were small scratches and abrasions, a few trickling blood, and his scars seemed to look more gruesome than ever.

His spider senses must have kicked in, because all of his observations happened in about two seconds. Ock stood up slowly but stiffly, glaring at the hole which Venom had left from his departure. Harry was beginning to stir. Ock turned his attention to the movement and smirked, the bottom left actuator extending the shimmering spike. With an angry hiss, he appeared next to Harry. "Get up…Osborn!" He kept his fists next to himself as another actuator reached down and pulled Harry off the ground by the foot. The spike moved in front near his face before pulling back, ready for the final blow.

Peter forced his aching body to do something right then and there. With all of his strength, he flung himself at Otto and wrapped his arms around his chest. The shock of his actions forced Ock to relinquish his grasp on Harry. Peter felt tense muscles and a rising sense of anger beneath his arms.

"Oh, don't worry; you'll get your turn, Whelp!" He snarled as a tentacle effortlessly pried him off and hurled him across the room. Peter could now clearly see why everyone was so freaked. After all that happened to him in the past half-hour, Ock seemed undaunted and still full of energy. The numerous scrapes and cuts had no effect on him whatsoever. Peter watched through the broken eyepieces at Ock's eyes; the cat-like pupils fluxuated ever so slightly. He stood still and calm, but his face told a different story.

That's when it dawned on him. Ock was studying him, measuring him up. Peter felt a twinge inside of him and leapt out of the way as an actuator ploughed into the spot where he was crouching just a moment ago. As Peter landed, he shot out a few web lines, predicting where the actuators would rise to deflect them, before shooting out one last high-speed web ball.

Peter's predictions were correct. As each tentacle blocked, it left him wide open for the web ball and with a loud SPACK, it secured itself to Otto's face. Letting out another animal roar, he growled, the split voices sounding unholy, "Infidel, do you dare challenge me?" He clawed at the web.

Peter made a fist and charged forward, "Yeah, I DO!" At the last possible second, Peter swung. Ock had opened his eyes as Peter brought his fist forward, revealing the two demonic amber orbs.

"God your teeth have gotten sharp," Peter mused, noticing the slightly bared canines.

Peter felt as if he faltered for a moment, but his blow struck true, hitting Ock square in the jaw. He flew back and slammed to a halt against the wall. A small layer of debris was knocked loose and cascaded down to cover him.

Peter went back into a crouch, clutching his hand. That was the hardest blow he had ever unleashed, still, he kept a wary eye on the pile of fallen rubble.

"Aaaghhhh…" He hissed quietly. He trained his spider senses on the corner where Ock was and closed his eyes. If it wasn't broken, then his hand was jammed.

MJ made her hands into fists and cheered, "Yeah, Teach those creeps a lesson."

He knew what she meant. She didn't mean Otto, Otto wouldn't do this. She was meaning the evil that had attacked before; the real eight-armed menace that had been unleashed shortly after the demonstration almost one year ago. Peter smiled. Her reassurance was what gave him newfound strength and renewed hope. He loved her, and he would definitely make sure she knew that. From that moment on, he would be fighting just for her.

Rosie stared on as she watched Peter and her husband go at each other's throats. This must've been worse than the last time from what she had heard. "Come on Otto, please come back to us. I know this isn't you." Tears filled her eyes. How could he be possessed? All of the preparation and precautions taken. How could one slight miscalculation turn him into the very monster she had just witnessed? Her worry turned to panic as something cool and wet slid over her mouth.

Peter still kept his senses at their peak. No matter what happened, he still must keep his focus. A muffled scream forced his eyes open and he dropped his guard to whip around. Venom was back and he had his liquefied arm over Rosie's mouth. To make matters worse, Harry had awakened, had grabbed MJ and was now holding a blade to her throat. "Don't try anything, Pete!" He spat.

Peter felt a new power rising inside of him, one he hadn't felt in so long; not since Uncle Ben's death. No one threatened MJ and his family. Harry had gone too far, but… he didn't have the strength to take both the Green Goblin and Venom at the same time. Part of him inside wished that Ock would wake up; the other half wished he wouldn't, fearing that he would murder everyone. "NOO!" Peter roared, sending two web lines at Harry. There was absolutely zero time to act. One struck Harry forcefully on the cheek. If there was one thing Peter was at this time grateful for about Harry, it was the fact that he was no where near as strong and determined as his father had been. The second webline caught MJ and brought her swiftly over to her lover.

What happened then, no one could predict. The pile of rubble explored as Ock rose again. MJ gasped and the room went deathly still, everybody watching and waiting. The only sounds were the steady drip of water, the drumming of rain on the stable parts of the building, and the heavy breathing of an extremely pissed-off demon.

Ock's lip had been busted from Peter's blow, sending blood dribbling down his chin. He raised his hand to his mouth, flexing his fingers as if they were claws. With a quick lick, he tasted his own blood and snarled. They all noticed something different about his eyes. The yellow irises were fringed in a barely visible line of red. The smell of Peter's blood had awoken the monster completely.

**Enticing… isn't it? **The actuators hissed within Ock's mind. With the hand he had raised to his mouth, he slowly wiped off the blood. He stopped with his hand still raised and looked in Peter's direction.

"He's not… staring at me…" Peter whispered, holding MJ defensively. He felt her trembling beneath his arms.

Ock's glare had traveled to the eyes of Rosie and Venom. With a burst of speed, he raced towards them, scarlet and yellow glowing in his eyes, his pupils turning to vertical slits.

"Come to usss," Venom hissed, moving Rosie between the two of them and extending his claws. He moved them to her neck and grinned wickedly. Rosie's eyes grew bigger in a silent scream as Ock appeared with the tentacle spike bared and eyes ablaze.

Inside of him, Otto was struggling to get to the surface.

"Please, let me through! I can't let him harm her!" Up till now, Ock and Otto had fused their movements and thoughts together; fighting in unison, but now, Otto could see his beloved was in danger at the very man who had been fighting him for her. Ock's fist was still raised as he pondered. What harm could it do to let him out for a few moments?

The voices, all four of the tentacles and Otto's still fused, spat angrily, "You!...You Coward!"

Rosie looked to her husband's eyes. She felt a small twinge of relief as the familiar flame of Otto came back.

"Please… Just let me out this once! I'm begging you." Otto's voice whispered in Ock's mind. Ock slowly lowered his fist and the tentacle as he slowly blinked. The yellow in his eyes dissipated to the soft auburn brown. Otto was back. He panted, finally after all that time of being unable to do nothing, he could breathe again.

He stared at Venom, his eyes darting every few moments from Venom to Rosie. Harry meanwhile had staggered to his feet. "Venom! Finish him!" he screamed, leaning against a beam for support.

"Yesss," He hissed. "We'll let her go… if you promise to cooperate," He grinned and bared his teeth.

Otto looked from Venom to Rosie and sighed heavily. "All right."

Venom smiled. "We knew you'd cooperate." He released her. She stumbled into Otto's arms and gasped, "Why are you doing this, you'll be killed." She looked to his bruised, scarred face, at the blood that was beginning to form on his lip again. He took her hand in his and squeezed it gently. She was cold and scared… he could feel it, "There are worst fates…" They embraced for one last time, "I won't be long. I promise you." They drew away as Venom came behind him. Somehow, Rosie felt comforted by his words and she trusted him.

"Move," Eddie hissed.

Otto's hands were bound with webbing and he felt Venom's hand on his shoulder. An Icy grip that penetrated to his soul.

With a mighty shove, Venom slammed Otto down through the floor boards.

As he fell through the cavernous hall, he desperately struggled against his bonds. "Agh! No use… Damn! This stuff's stronger than Peter's!" Glancing down, he saw that he was falling towards the wall. Perfect! He flung himself over and placed his feet on the side, then with a great shove, flipped off with his hands still bound, over to a rafter. An actuator steadied him as he landed perfectly.

"Now… to deal with these." He pulled and strained, finally being rewarded with the black gossamer strands stretching and snapping apart. He smiled. Now where was Venom? Somehow, someway, he would pay. Otto would make sure of that. But he could feel a fresh wave of rage boiling inside of him. Eddie never loved her like he did. He was just using her to get at him; and that was something that Otto was never going to forget.

"Get down here COWARD!" He bellowed.

From the sodden shadows came a growl, "We are no coward! We are merely an opportunissst!" Otto rose to meet the symbiote's advances, only to find nothing there. A long black tentacle wrapped around his neck from behind and slammed him against the wall once more.

"I have you right where I want you!" Venom slowly walked over, leisurely taking his time. His claws lengthened as he came about two inches away from Otto's face. "Don't you see, you fool? It's pointless. And just think… none of this would have happened if you had just let us be! But no…" He placed three claws at the top of the three vertical scars, "you perplex me as to how you desire… to open old wounds." The claws sank into his skin a bit and ripped downward. Not even as close to as deep as last time, but just enough to shred the skin and start the blood flow again. "No matter… We'll end your pain and misery right here… right now!"

Otto was pinned against the wall, seething and gritting, watching as Venom's free hand turned into a spike. The tentacle relinquished its grip from his neck as Venom leapt away. All in one split second, the spike came hurtling with pinpoint accuracy at Otto's heart.

He shook his head. The way he had designed the armor, it was made to withstand extreme attacks, though the shock would probably be something to worry about. Still, he braced himself and raised his hands in front of him, concentrating all of his effort to his arms. The glowing shield came up again with a faint deep hum. But… It would prove to be no match for the speed of the missile and its power. Like cutting through tissue paper, it sliced through the golden curtain and straight for the breastplate.

With unfathomable force it slammed directly into the armor. Otto heard a C-C-CRACK…PLINK before the target area of the armor exploded into a thousand tiny fragments. Otto's breathing immediately became extremely heavy and panicked and a pain unlike anything that he had ever felt began radiating from his chest. He dropped to his knees as the black spike retracted and took on its original form of Venom's arm as he came into the dim light. Otto fell over to the side and clutched his chest as a dribble of blood began to ooze out of the center of the depression.

Venom sneered as he walked over and placed his foot next to Otto's cheek, then with an upward kick, sent him sprawling onto his back. "Heh, heh… too bad. You'll surely die now." Venom reached down and picked up the largest piece of gold metal before flitting the blood-red tongue and disappearing.

Angry hot tears filled his eyes and threatened to spill over. His chest was on fire; it felt as if everything inside had been shattered. But what hurt worse was that he wasn't going to go back… he couldn't help the others. How could he walk into such a simple and obvious trap! Now there was nothing holding his tears back. The warm drops flowed freely from his eyes; he was going to die here, the darkest of all places. But he couldn't die… he had been unable to kill himself from his despair over losing Rosie, and now that he was truly dying, he realized… that he was losing her again. He had failed to protect them, just as the armor failed to protect him. Perhaps he wasn't immortal after all. He closed his eyes slowly.

"P-Please…Don't…don't let me…d-…die." He pleaded to his inner demon.

Without him, Ock couldn't live. It was now that Otto realized how much they needed each other.

**I…I Won't…**


	28. Chapter 28: For Whom the Bell Tolls

Author's Note: Gawk! Sorry about the cliffie folks! On with the chapter.

I'd also like to point out to anyone who was thinking about it, that I wasn't copying off of Episode III in that last chapter. How can I if I saw the movie a few days after I posted the chapter? And I hadn't seen any of the trailers… curses! Just wanted to eliminate the possibility of a misunderstanding.

This is the end of the action I'm afraid, so I made it really long. Oooooh (Spirit Fingers)

* * *

**Chapter 28: For Whom the Bell Tolls**

All was quiet on the upper floors as Peter and MJ held each other, waiting with baited breath for any sign that it was over. The silence was becoming too much to bear for anyone. Harry rubbed his head painfully as he stared at the gaping hole. At last some movements both eased and further pushed all of their tensions. The movement from the chasm below revealed the sleek, black form of Venom. He was panting and was wobbly on his feet, but grinning evilly. "It'sss through! We…We finished him."

A pang of panic formed in Rosie's heart and somehow, something told her it was true. That fleeting, flickering twinge of hope had vanished almost all together. Was she alone? Was the one she loved more than life itself gone? The faithful lover inside of her spoke out involuntarily in Otto's defense, wherever he was. "You-You're lying!" Tears leapt to her eyes as everyone's gaze darted to her.

The white, sinister, teardrop-shaped eyes turned to her. Venom cackled and held up his hand, in which was a large gold piece of metal. "Isss that enough proof, my dear?" He smiled as the black retracted and revealed the face of Eddie Brock.

A sickening wave of nausea swept over her as she sank to her knees. She felt Lilia's reassuring touch on her shoulders, but it didn't seem to make her feel any better. Peter looked on in horror. _Otto…can't be dead_, he tried to reassure himself. If he was… then…what was his idea anyway?

Eddie moved closer to Rosie and held out his hand, "Now, maybe we can pick up where we left off." Her nausea was replaced by a complex emotion; a mix of sadness and fury. She was angry at him for keeping this up and… killing Otto. Her grief was in the fact that it went this far because of some childish grudge. She didn't care anymore. She had been a fierce person in college, known for standing up for herself and now, it was time to show that side of her once more. "You are an Ass," she said with a steady, dangerous tone. She swatted his hand away from her and glared at him, tears spilling down her stony face.

Eddie's smile faded.

She wanted to say _"If you loved me, then you would've let me be happy."_ It didn't exactly come out that way, more like. "Go to Hell! You're making everyone suffer from your childish behavior." Her voice was plainly trembling. Eddie shook slightly. The symbiote inside of him over time had poisoned his mind to the point where he was psychotic. The black covered his face again as he hissed malevolently, "Oh, what isss it? I'm not good enough for you?" Eddie had clearly gone mad and was unable to control himself from the influence of Venom. His arm swung in an arc, striking Rosie sharply and sending her skidding across the floor with a scream. She came to a halt on her back, unconscious.

* * *

Deep beneath their feet, Otto lay limp on the cold, wet ground. He could feel something inside him, but he couldn't describe it. The pain from the sustained injury was making everything difficult. Ock had told him that he wasn't about to let him die, and his word was the only thing Otto had to hold on to. But he had become so weak, that the voices had separated into four again and had lost their malice.

**Father…**

**We won't let you die**

**Just bear with us**

**What pains you?**

"Every thing…" he whispered.

**Hold on**, they fused again, straining to take hold of themselves again.

Otto closed his eyes, silently urging them to hurry as he relaxed. He had been lying like this for fifteen minutes, the color slowly draining from his face. If he lived, it truly would be a marvel to everyone. Out of the deep silence of the cavernous pit, an echoing shriek pierced his hearing, sending him painfully bolting upright. The flaming agony in his chest and abdomen flared again as he gasped for air. He mentally berated himself for a nanosecond before pushing himself to his feet.

"What was that?" He whispered to the presence inside of him… then he realized, "Rosie!" His weariness rapidly diminished as he allowed Doc Ock to return. The actuators pushed their influence into his brain and blocked the pain synapses. His muscles tensed and he closed his eyes once more. The smell of his blood met his nostrils again. When his eyes opened, they were once again gold, but the whites were now completely red. Otto had hoped that he didn't have to resort to using the natural fighting force inside of a human: Bloodlust. But with the way his luck was running, he didn't think that there would be another option.

They were one again, and they knew that they had to save everyone they could. Otto knew he had to tell Peter to activate the clockwork otherwise the chances for survival would be extremely slim. He rocketed up on the rafters with the agility of a demon once more. Otto said one last thing before silencing, "Remember the fires of hell that forged you." Ock smiled, he knew there was a sadistic memory in that message; the fusion reactor. Both Ock and Otto knew they were like phoenixes; both had died from fire and were reborn from each other's ashes.

"It shan't be forgotten," he seethed.

* * *

Peter was shielding MJ as Harry got to his feet and hobbled over to Venom, still wiping off the remnants of the webbing from his cheek.

"You shouldn't have done that."

"Why are you worried? He'sss dead," Venom sneered. "It'sss not like he'sss going to do anything about it." Venom stalked towards Rosie again, hoping to finish things now that he was enraged. His claws lengthened with a SHNK. Rosie groaned as she opened her eyes and turned them to the oncoming monster with a pained gasp. A feeling of dread and despair filled her heart and something wet was running down her chin. It wasn't the rain, it was warm. Blood.

Venom reached her and raised his hand to deliver the final blow before there was a roaring growl followed by one armored hand bursting from the floor. The nails dug into the mossy wood before another hand clawed a hole big enough to drag its owner up. Peter's face lit up; He wasn't dead! Otto slipped slightly, digging his nails like claws into the only grip he had. He was bristling and snarling, his hackles on end as the actuators pulled him upwards.

Peter made sure that MJ was somewhat safely concealed behind him before turning to look at the monster.

Venom had been knocked off his feet and had recoiled back a few feet in disgust and disbelief. Otto now had his torso out of the hole and was clawing with all six arms to get at him, eyes ablaze. "How…Dare…You…Hurt…Her!"

"I…I-It'sss not…posssible," he hissed as Otto tore the rest of his battered body from the orifice. "I can't die," Ock bristled. The Actuators undulated and flared at their target. Peter looked on with his heart in his throat. With the tentacles writhing about, Otto's eyes blazing yellow and scarlet, and his stance in a kind of hunched position, he looked like Baal.

Otto turned to face his loved one. The old Otto returned, but the glowing eyes never left. Kneeling beside her, he took her into his arms and wiped the blood away from her mouth. She turned to look at him, "Oh, Otto." She breathed, leaning against him.

"I told you I wouldn't be long." He held her for a while before turning his eyes back to the symbiotic psychopath and the Goblin. Gently setting her back down, Ock got to his feet and slowly walked towards the two villains. "Give me one… ONE good reason as to why I shouldn't rip you limb from limb," he gruffly barked as he stared them in the eye. Both disregarded what they should do next; fight or flee? Ock gave a snarl and reached a hand up to the shoulder joints on his armor and pulled… hard.

Peter shook his head as he heard the metal pop before it was ripped into pieces, which Ock carelessly flung away from him. Nothing left to add weight and restriction to his movements would allow easier ass whooping, surely.

Peter had absolutely no idea what he was about to do, all he knew was that when Otto dove for Harry and Venom, He dove after Ock. Even though the two were mortal enemies to them, he wasn't about to let them die, not on his watch anyway.

_Whew, man, without that armor, he really is faster,_ Peter mused to himself. He found himself latched onto Otto once more, clinging for dear life, in hopes that he could distract Ock. Venom saw his chance and dove at both Peter and Ock while they were preoccupied with one another.

"Nah-ah, I don't think so," Ock growled as he held up his palm and thrusted it forward. Peter saw the air fluxuate heard a small SKREEE when Venom was hurled back from the sound waves with a scream. Ock turned his wicked gaze to Peter, "Boy you sure are obsessed with dying young, aren't you? No matter… I'll take great pleasure in rending you limb from limb myself now." Ock's organic arm plucked him off and held him firmly as the lower left tentacle's spike emerged and drew back. Ock tightened his grip on the boy's neck to a strangling amount of pressure as Peter choked and gasped. A scream escaped MJ's lips. "Goodbye…Spiderman!"

"Let 'im go, you freak!" Came the shout of a familiar feminine voice, followed by a WHOP as her two black-booted feet slammed into Ock's back. Ock released Peter with a cry. "Holy… Sorry Otto, I don't really take time to listen to men."

"C-cat!" Peter sputtered, simply overjoyed to see her again and to be able to fill his lungs once more. He caught himself and Ock heavily pushed himself up with the actuators. "Get away! He'll kill you!" Ock was now up and growling, sending chills down both Cat and Peter's spines. Peter offered her his hand and helped her up. "We have to find that inhibitor chip," he whispered harshly.

Cat smiled, wiped her mouth and held up something small and encased in blue plastic.

"Cat! I love you!" Peter grinned.

"Sorry bub, you've got a girlfriend, I swiped it offa Harry when he wasn't looking."

Peter smiled for a few seconds before his spider sense warned him of something coming. He leapt backwards with a yell, "CAT! LOOK OUT!

"Wha-?" She started before an actuator slammed into her chest. Ock dropped to his knees and clutched his head, receiving a confused look from Peter.

"What are you doing?" Otto hissed in his creation's head, "Don't hurt her!"

"You're out of commission, you old fart!" Ock hissed in his commanding tone. "She attacked me…so I'm fighting back. Stand down, or I'll murder everyone here!"

"I won't let you!"

Ock roared and doubled over. His face turned to Cat and Peter as Otto choked out his plea, "Look what he's done unto me… help me," he gasped out before losing his control again.

Cat's eyes narrowed. "Come on Pete!"

"Cat Wait!" Peter screamed as Otto leapt back out of the way and off of wall. Cat saw this coming and did some quick thinking. "Pete! Get 'im!"

Peter leapt at Cat's command and struck out with his fist. The impact was met with a WHUF from Ock. Peter opened his eyes to see that he had connected his fist with the bottom of the scientist's sternum. If there was one thing he remembered from health class, it was that punching someone there would instantly wind them, no matter how strong they were. Ock took a gasp of air and faltered for a second before striking Peter's face with a tentacle. Peter flew back and met the wall with a CRUNCH. His gloved hand covered his bruised face. "Ooh, that's gonna be a shiner," he groaned.

Cat hadn't hesitated for a second. Once Ock had faltered, she flung herself against his back and jammed the inhibitor chip into its socket.

"NOOOOO!" Ock screamed hollowly, as his upper left tentacle ripped Cat forcefully from his back and flung her with all of his strength into a stone column. She slammed head first into the masonry and slid to the floor with a sickening THUD, a trickle of blood oozed out from her snowy hair. Slowly, but surely, Otto gained control over his body again. The actuators screamed in his head shrilly as he covered his ears. Peter breathed a sigh of relief as Otto's eyes returned to their normal color. His relief was short lived as he found Cat lying on her side.

"Guuuuh," Came Otto's weak voice as he wrapped his arms around his stomach. He looked around. _What happened to me? And where's my armor?_ Lying dormant, he had not seen any of the violence that he had unleashed. His eyes fell to a crumpled heap a few feet away from him.

"Cat…No! I didn't!" His heart leapt to his throat and he tried to pull himself over to her. The actuators assisted his agonized movements. He gingerly touched her shoulder and she stirred. She turned her aching head to the man in front of her, and smiled. Her old friend was back with them. Otto smiled before coughing.

_She's okay_…His smile left as he remembered Peter. "Peter," he gasped, "Go…Now!"

Peter nodded, stood up and rapidly tried to make his way to the gap in the floor. He knew what he had to do; he had to turn on the clockwork.

It didn't take Harry long to figure out where he was going. "No!" he cried and dove after Peter, catching him in midair and falling through the hole with his former friend.

Venom pushed himself up from the floor as Otto fell flat against the wet wood. "Kill…I…want…blood!" he was so close.

**Father! **

**He's coming!**

**We can't move!**

**Father, nooooo!**

There was a loud noise that resembled smacking an overripe fruit with a hard, wooden board and Venom dropped to the ground obviously unconscious. As he fell, Otto saw Rosie holding a large piece of debris like a sword. His wide eyes met hers.

"I… have had it," she breathed. Otto grinned and managed a suppressed laugh. Rosie slumped over and fell on her knees. It amused him that she had rendered Eddie unconscious with a board. She started to fall over as Otto caught her with an actuator. He gently laid her down as Cat stirred and woke up.

"Ugh, I've got a hangover," she slurred. She shook her head and looked at Otto.

"Cat, stay here and wait for us to return." She opened her mouth to object, but remembered the warning Otto had given her before leaving. '_I don't want you to get caught in the crossfire.'_ She nodded before standing, taking Rosie in her arms and moving her to a new spot.

Otto swallowed and sighed, "I'm coming Peter."

* * *

_Harry! Now is your chance! Avenge me!_ Norman's voice screamed in his head. Harry pulled out a blade from his belt and raised it.

"Harry! No!" Peter said as he slammed his fist into his face. Harry let him go and crashed through a rafter. He managed to steady himself on an adjacent one and sneered as a maskless Spiderman landed below him. "Harry, please listen to me. Let me do this. I can stop this now."

Harry said nothing, just plummeted down with the knife raised. Peter knew he had to block, but he just wasn't fast enough. The blade sliced through his costume on his arm and sent a sheer wave of pain racking his left side. A cry escaped Peter's lips as he staggered back. Enough was enough, he decided. He unleashed a massive amount of webbing from his good hand and managed to tie Harry up and form a gag. Harry writhed and struggled, but couldn't break free. Peter relied on his Spider-like agility and senses to locate the lever chamber.

"Hokay, let's see," He said as he tore a strip of his costume off and made a makeshift binding, enough to apply pressure and stop the bleeding. He turned back to the various switches and sighed. Otto wasn't kidding when he said they would be rusted. "Eenie meenie miney moe," he grinned, picking one out of random. He wrapped his hands around it and pulled. Groaning, he tried as hard as his might would allow him. He finally felt it give slightly and move. "Yes," he panted as he pulled more. It eventually slid and locked into place. Peter released his hold and waited. Those few seconds were pure hell. He was graciously rewarded with the groaning rumble as the massive gears began to move.

"Woooohoooo!" He yelled jumping into the air. Now all that was left to do was wait for Otto to do his part. Whatever it was.

* * *

Otto shoved himself to a sitting position waiting and watching diligently for anything from Venom. It wasn't going to take much strength to do what he needed to do, but if Eddie killed him before he had a chance, there would be a _bit _of a problem there. He sighed when he felt the building shudder from the gears. At least one part of the problem was over with. The clock face lit up from a fork of lightning outside and Otto was able to see the hands. The hour hand faced the ten, but what his attention was focused on was the massive minute hand, it began to move ever so slightly. It had been on the nine, which means that he had roughly fifteen minutes to get Venom up and down in the cavern. And by guessing the weight of it, he could clearly see that Peter had no chance of moving it. He squared his jaw as Venom woke up and saw him.

_Well, the best way would be to taunt him, but he'd probably kick my ass if he caught me… that won't take long, _he thought.

**Anything's worth a try, Father**

**Yes we will help you**

**For everyone!**

**It's now or never**

The fourth one was right. Besides, Venom had locked his sight on him and he couldn't afford to waste anymore time.

"Come on, Dumbass!" Otto yelled mockingly before diving down into the pit.

Venom screeched angrily and followed him.

Otto had to be especially alert, which, loss of blood wasn't helping at all, with where he was falling. "Agh! There's moving parts!" He said jokingly to his pets.

**Father, The beast is behind us**

**And gaining fast**

**Ulp**

…

_Well, I don't want to lose him, but…I do want to give him a bit of a chase_. Otto smirked as he quickly dodged between two gear teeth.

After about five or six minutes, he was beginning to regret doing all of those evasive acrobatics. His insides were on fire and he had probably hyperextended several muscles in his chest and shoulders, not to mention the muscles under the harness and spinal column. Still, he wanted the actuators to focus on their current task despite their pleas to allow them to block his pain receptors.

"Help me find the largest bell," he said sternly.

**There!** They all answered at once. As he cleared an anchor for the chains, he saw it; the large tarnished surface still gleamed slightly in the dim light. He shot himself over to it with the tentacles before shouting out, "Be careful when you land!" They tried to do that, but when they took hold, they had done so that there wasn't a good grip and he began slipping against the slick surface. "Grab harder!" He yelled and they increased their grip pressure. When he came to a complete halt, he looked around for Peter, finally finding him sparring with Harry. "Peter! Go back to MJ!"

"What?" He called, ducking a green-clad fist.

"Just go, now!" Otto bellowed. If his judgments were correct, he had only about four minutes left before the minute hand struck the twelve. Four minutes… That would be enough to charge the bell and possibly get out with everybody safe. Otto took a few deep breaths, watching as Peter understood what he meant and clambered back up to the top floor.

"God, I hope Rosie'll be okay."

He carefully climbed a little higher on the bell and closed his eyes. He could feel Venom near him, but he couldn't tell where. About a minute passed. "These games can't go on!" He hissed. "It's now or never." He began to once again focus his energy into his hands as the actuators held him in place. His hands were beginning to get a very light glow before he heard something move on the bell behind him. An elongated hand reached out and wrapped around his throat and turned him to look into the face of Venom.

_Keep Charging! _He told himself.

Venom seethed at him, "You've made usss lossse everything! Now we are nothing!" Otto writhed as he fought for a breath; still the glow was getting brighter. He couldn't give in.

* * *

"Cat!" Peter yelled out as soon as his feet touched the floor. "Cat, we-we've got to get everyone…out!" he panted.

"How much time do we have?" Cat asked.

"Like, three minutes."

"Perfect," She grinned. "I took the liberty of getting the police here before I came up, oh… and here's your mask."

Peter shook his head. Maybe things were going their way after all. "You amaze me, Cat."

"Come on now." Peter nodded. He ran over to Aunt May and MJ while pulling on his mask. "Come on guys, let's get out of here." MJ wrapped her arms around Peter's neck as He took May in his free arm.

Rosie was helped to her feet. Before Cat could help her, she spoke, "Cat, just go with Lilia. Leave me here."

"Rosie!" Peter said astonished.

"I have to stay." She answered looking towards the opening.

"We understand," Cat smiled. Rosie nodded her head to signal them to leave. She watched them leave through a gap in the wall before closing her eyes, praying.

"We're gonna have to make a gamble to make this," Peter said, standing on the edge on an outcrop looking down into the bay. The rain had stopped, but it had deposited a layer of fog on the ground. Below, red and blue lights on the police boats flashed. Everyone held their breath as the two vigilantes jumped towards the lights. MJ bit her lip to keep from screaming. Peter hoped to God that he wouldn't break anything when he landed. The white decks of the boats came into view through the fog and both landed with THUDS that sent the boat jumping a bit and sent officers scattering. Peter began hopping from boat to boat rapidly and made it to the nearest rooftop that sat on the opposite shoreline. Cat appeared with Lilia next to him. "I'll stay, you go back."

Peter nodded his thanks before rocketing off towards the tower again.

* * *

Otto's hand was by now, a bright gold. _"I could just use it on him now, but how would I charge up later?"_ he thought. Two actuators had wrapped their pincers around Venom's head as they had done to Spiderman and squeezed. Venom's hand came off Otto's neck.

"Finally," He hissed, he was about to slap his hand on the bell before Peter came back, "Otto, Rosie's still here!"

His eyes widened. He had two minutes left. That meant he had to charge the bell, get Rosie and clear the area before it collapsed. That was the final straw. He looked back at Venom as spoke harshly, "Ask not for whom the bell tolls, for it tolls for thee." He slapped his palm down. At first nothing happened and Venom cackled, "Looksss like you fail." What was wrong? They were harmonic frequencies. The bell should be sounding now. Then Venom's body froze, the symbiote began writhing, sending him into a torrent of agony. Faintly, but growing louder by the second, was the sound of a gong warming up, but much, much louder and deeper. Otto's hand began burning. He waited as the sound grew louder. His ears were ringing and his vision was buzzing. As the minute went past, his hand was frying. He felt a scream of pain leave his throat, but nothing was heard over the growl of the bell. Venom had fallen off and was lying on a rafter writhing and shrieking.

"Get me off!" He screamed in his mind, since anything audio wouldn't be heard. The actuators pushed him off as his vision dimmed. They drug his body to the upper floor as debris fell all around him. The noise was deafening and still growing in volume, well, they were concentrated sound waves. Otto saw Rosie holding her ears as the noise shook the floor. He picked her up and headed back to Peter. He nodded his head for them to go, but the floor beneath Peter shattered and he plummeted to the very bottom where Harry was. Otto went down as fast as he possibly could go and found him pinned. He desperately shoved debris out of the way; the sound was definitely less all the way down here.

Just then, the minute hand struck the twelve and the large granite piece above the big bell stuck downwards into the vibrating mass of metal. Otto fell back from the sudden pressure of the sound and looked up to see the symbiote partially explode from Eddie's body. Peter stood with Otto helping him painfully and looked up as his Spider senses screamed. Those vibrations had snapped the rope holding another bell and it was falling straight towards him. What happened then, no one saw coming. The gas wore off completely. Harry screamed and dove for Peter, "PETE, NOOOOOOOOO!" Harry managed to push Peter out of the way as Otto leapt back, but couldn't save himself from the ten-ton mass of metal. There was an earsplitting CRACK and a trickle of blood began pouring out of Harry's mouth. Otto shoved Peter towards a hole and mouthed, "Go!"

Tears began streaming down Peter's face as he left. Otto picked up the bell with all four of his actuators and heavily threw it aside. As the bells were struck again, he picked up Harry's limp body as Rosie hugged his neck and left.

* * *

Peter made it back to the rooftop in time and collapsed with a choking sob. In the distance, he could see the tower collapse with one final GONG from the bells. The mists were thicker, but still provided some view. MJ held his head to her shoulder as he sobbed. He knew Spiderman shouldn't shed tears, but this was Harry, his best friend…his brother. Lilia gasped as a large figure landed on the edge of the roof and came through the mists. Rosie slipped off her husband's back and nuzzled his shoulder. Otto looked at Peter, in his arms, was the broken and extremely limp form of Harry, still in his green armor. Tears had softened his brown eyes as he set the fallen youth on the ground. Peter crawled over, tears still pouring down his face, and propped his friend's head up with his hands.

Harry's face was as white as new snow. He gave a racking cough and coughed up more blood. "P…Pe-Peter…"

Peter's heart was breaking to see his best friend dying. "Otto," he choked, "Can't you do anything?"

Otto shook his head, "His spine's snapped and he has very heavy internal bleeding…" he swallowed, "let's put it this way, he's cut in half on the inside."

Peter wanted to feel angry at him, angry for not trying. But that was his irrationality speaking. His true feelings knew that Harry would die, that there was nothing anyone could do. But seeing him here, dying in his arms was sickening.

"P…Peter," Harry breathed. "I-I don't know…what came over m-me. Vengeance…got the...b-best of me."

"I forgive you," Peter sobbed.

"I-I…I-I'm sorry…Brother…" His last word was sighed in his last breath and his head became heavy. He fell completely limp. Harry Osborn was dead. But something in his cold eyes told Peter that he seemed peaceful, like he had gotten rid of a great burden and pain. He laid his head back down as Otto leaned over, placed his hand over Harry's eyes and closed them. Rosie looked to him, then began crying into his shoulder. MJ and Peter held each other sobbing silently, Peter sobbing harder. Lilia and Cat didn't know him that well, but they still felt an extreme ache. Otto tried to feel sad, he did truly, but he couldn't cry, he had no tears left. His life had been fraught with tragedy.

"He was too young," Otto said and closed his eyes holding Rosie to him. Peter had lost a friend, a colleague, and… a brother.

* * *

**A/N: **I cried when I wrote this. 


	29. Chapter 29: Epilogue

Author's note: Aha! I'm actually gonna spell Curt's name right! And reading over some of the other fan fictions… (Looks around) Who is this 'Martha?' I don't know a Martha.

…AAAAAUGH! I'm Sooo sorry. I know it has been one hell of a long time since I last updated, but now that I'm a sophomore, I've had so much going on and I lost track of the time, but I finally got my own spot this year in our band's marching show and we won grand champ at Panama City and Naples, woohoo! And I told the guy I like that I really liked him! (But that's really not important to the story) Wow, where has the time gone, I can't believe it's almost been a year since I first started this thing… wow, thanks to all of you who stuck by me and continued to read it to the end! And now, without further adieu, the muchly anticipated conclusion of A New Dawn…

* * *

**Chapter 29: Epilogue **

****

****

Peter lost track of the time. His best friend had given his life to save him, he knew they were square now, but…Harry was one up, Peter would never be able to repay the favor. He blinked away some tears and looked up to MJ's tear-stained face. MJ…MJ… her face reminded him that he hadn't lost everything. She was still here; Otto and Rosie were still here and Aunt May… "Otto…" he murmured, looking around. "Where's Harry?" Peter shakily got to his feet and looked around. Harry's body, Otto as well as Lilia had disappeared. "R-Rosie!...where did Otto go!" Peter called out.

Rosie was standing on the edge of the flat building looking down when she heard Peter's voice. "It's alright," she said. Peter and MJ joined her at the edge to see Otto slowly descending the dark, brick wall. Otto was carrying Harry in his arms and Lilia on his back, down to the waiting police force below. His face was stony as he gazed into the boy's lifeless visage. As his feet touched the ground, several officers' hands went to their gun holsters.

Otto shot them a look of disdain, "At ease…I've no reason to harm you." He turned to the chief who was looking at Harry.

"Isn't that…Harry Osborn?" he stuttered.

Otto sighed as Lilia slid off from around his shoulders. "Yes."

"So…he was the Green Goblin? But I thought he was dead…"

"That…was his father." Otto said heavily. From behind him he could hear an officer mumble, "…guess it runs in the family." Otto's lip curled into a sneer as he turned his head to look at him. The young man's face lost the color in it and backed away as an actuator snarled at him. "Hold your tongue or I'll hold it for you!" Otto hissed. He turned back to the police leader who was now flanked by a few paramedics. Otto held out the body to them. "Listen to me closely…I don't want to repeat myself. Go back to Oscorp where you will find his butler, Bernard. Tell him that Mr. Osborn is dead-"

"S-Sir?" asked one of the paramedics nervously eyeing the tentacles. "Why his butler?"

"Because, if memory serves correctly, he is the only 'family' Harry had left." The group stood in silence for a moment before the paramedics took Harry's body and put it into the ambulance. The young medical assistant who had questioned him earlier stepped forward. "Um… Sir?" Otto turned his gaze to him. "Will you… allow us to fix you up? Er… you-you're pretty beat up."

The corners of Otto's mouth pulled up into a small smile. "I would, but I'm afraid you'll have an aneurism if you come any closer to me." _Heh heh, poor boy. He's shaking and he's standing ten feet away from us. He's got guts, I will admit. _

The actuators gave off a silence in his mind that was dripping with exhaustion. The young man was trembling with an added look of surprise, "Uh…erm…but, sir…"

"I'm fine," Otto said with a firmer tone. The man nodded and hurried back to his colleagues. Lilia came forward and touched his arm, bringing Otto to look at her slightly startled. She wrapped his arms around him for a second before he did the same. "Thank you for helping me again, Otto," she whispered.

"Yeah…why am I always saving you?" He smirked with a smile in his eyes. Lilia looked at him with a broad smile and narrowed her eyes. "Actually…Peter was the one who got you out of there, not me."

"I know, but we would have all been killed by Venom and Harry if you weren't there."

"LILY!" a familiar voice called out. Both she and Otto turned to find Curt clambering out of the front of a police car. Lilia broke away from her Brother-in-law and ran towards the man hurrying over to them. They embraced as Otto began climbing back up to the roof. He reached the top to find Rosie waiting for him. He stood next to her as they both looked down upon the two star-crossed people below them.

Otto sighed, "Love works in mysterious ways…They used to hate each other in school," he looked at Rosie, "now look…" Rosie smiled as she watched her sister and Curt hold each other.

"He proposed to her you know," she said calmly.

"Well, my-m-meh? Huh?" Otto looked at her dumbfounded. "Did he?" Rosie smiled at him. "Good…he needs someone in his life." The smile slowly slid off of his face as he thought back over the past few hours. "God…" he whispered. "Everything happened so fast." Rosie sighed at his remark.

"Eddie's dead, Harry's dead…" she mumbled. "All in one moment, everything is gone."

Otto looked at her with tear-filled eyes before swallowing painfully. "Rosie…" He whispered. She looked to him wondering why he looked so hurt.

"I-If I'd have known…that…that all this would happen…" He couldn't go on. It was just too painful. He swallowed again before continuing, "…If I had known that all this would happen, I wouldn't have brought you back." Otto bit his lip as Rosie stared. "I put you through too much suffering…you didn't need to be through all of this." Otto's shoulders shuddered. Rosie drew closer to him and placed her arms around his shoulders.

"Otto," she pleaded, "please look at me." Otto slowly looked into her watery green eyes.

"You gave me a second chance…and…I wouldn't have wanted it any other way." Otto drew his arm around her and held her close. They stayed like that for a moment or so, holding each other as if they let go, they would both fall of the edge of the earth.

"Rosie?" Otto said after a length. "I-…If I died… would you have done the same for me as I did for you?" he asked quietly. Rosie looked at him as if it took a few moments to comprehend his words.

She offered a tiny smile before looking down and shaking her head ever so slightly. Otto's eyes widened and a sensation of a crack appeared in his heart. He turned his eyes to the ground to hide his sorrow. Rosie immediately saw how much her response had hurt him; she didn't mean for it to go this far. She placed a hand beneath his chin and brought his gaze level with hers. "The reason I answered that way is because…" she swallowed as Otto stared at her through teary eyes, "…would you really be so cruel to leave me?" Her eyes teared up like her husband's.

Otto sighed as a tear slid down his cheek, "No…" Silently, they held each other as a couple of police cars and the ambulance drove off grimly.

* * *

A few dry, orange leaves, persuaded by a frigid breeze skittered over the grass in the cemetery. A week later had Otto, Peter, MJ, Aunt May and Rosie as well as a few other people standing around an open grave as a small group of people in black lowered a black-lacquered coffin into its resting place.

Peter drew a shaky breath before whispering his last goodbyes. Both he and Otto had taken care not to stand near each other as to avoid the prodding questions of the media.

A gruff scoff came from behind him. J. Jonah Jameson stood a few feet off with Robbie at his side. "It's a sad sight to see so few people here. True, Harry was the Green Goblin and so was his father, but they were both respected members of high society! Besides Harry was such a lively boy; full of life and quick with a laugh." Robbie nodded sadly. He too scorned the amount of people at the gathering. Otto was silent as the people one by one said their laments and left. Eventually, the sharp sound of shovels scooping dirt into the hole filled the air. Rosie closed her eyes, not wanting to watch them cover Harry up. She and Otto had both taken a liking to the young man. They too mumbled their last goodbyes as the last shovel-full of dirt was thrown upon the grave.

Otto sighed slightly and turned his eyes to the adjacent two gravestones; Ben Parker, beloved Husband and Uncle, and Norman Osborn, Father. Already, the setting sun was casting a dismal orange-grey glow over everything. Peter and Otto stayed behind as Rosie, May, and MJ walked back to the car and climbed in. Otto and Peter just felt like walking back to the house. They drove off, leaving Otto and Peter alone in the Central Park cemetery. After a long silence, Otto walked over to Peter and turned to begin the trek back to the apartment.

Otto jammed his hands into his pockets as a chill wind brushed his face and looked over at Peter.

**Father…he looks so…empty**

**Yes…hollow almost**

**Poor Peter**

…

"…" Otto mumbled.

Peter looked at him, "huh?"

Otto merely shook his head. Peter copied Otto by jamming his hands in his pockets as they trudged through the red-tinged park, listening to the rustle of the grass beneath their feet and the crunch of leaves. Neither of the men said anything even when they reached the apartment. Peter stopped across the street and looked up at the large, red-bricked building; the newly lit street lamps throwing a silvery-blue light across its face, showing no remaining scars of the damage to the building. Otto on the other hand made his way across the street and stopped at the door. The light flap of the American flag hanging next to the door mingled with the far off sounds off car horns. He paused, took a last deep breath, then opened the door and went inside.

Peter trudged across the road and stopped at the large front door. The setting sun had dipped lower, changing its fiery orange tint to a bloody red.

* * *

Otto made his way up the steps in silence; even the actuators didn't make a sound. He peeled off his trench-coat and hung it on a coat rack at the top of the stairwell and found Rosie coming to him with a comforting smile and a large cup of steaming tea in her hand. Otto took it after giving her a kiss, the hot china sending a wave of warmth through his hand.

Peter came up the stairs, much slower than Otto and embraced MJ.

While they held each other, Otto walked over to the large half-moon windows, Rosie on his arm, and brushed his long bangs out of his face before taking a large swig out of the delicate white cup. "…Mmmph…" he groaned as he swallowed. "Hot…"

Rosie smiled at him. "Well, I wasn't going to give it to you on the rocks."

Otto was about to give a witty reply, but closed his mouth, smiled and put his arm around her shoulders.

Peter and MJ joined them ten minutes later and stared out at the park; Peter looking back over the direction that they had come. Otto stood for a moment, before nodding his head and swallowing the rest of his tea before heading off to his room for a brief moment. Both he and Rosie had seen the limber figure in black leather and snowy hair perched on the corner of the eaves of the building next door.

Peter hadn't noticed though. He felt dead…powerless and weak. Numb to the flow of time and all emotions, he watched the cars speed pass blankly. His spider senses, reflexes and all other powers dormant. His best friend, uncle and many countless others had died.

And yet…a small spark in him flared to life…a sudden realization. He and MJ were together, and always would be. This brought him back to life again and his senses picked up a faint wailing of a siren. The old feeling of responsibility returning sent a new wave of reassurance which coursed through him like fire in his veins. He was Peter Parker…He was Spiderman.

He absently unbuttoned his dark blue button up shirt and much to his surprise, found his outfit and all of its glory on him already. "That's odd…" he mumbled, but what did it matter? He repeated the last few words of his thoughts as he pulled off the rest of his clothes to reveal all of the scarlet and azure spandex. "I'm Spiderman…"

"That's our boy…" Otto said proudly, coming out of his room fiddling with his gold-covered gauntlets, now scarred after so much use, smirking. Peter looked him up and down, seeing Otto again in the outfit he had always worn: black under-armor shirt, brown pants, baggy utility belt, and gold-colored plated boots and plated gauntlets. He was missing his chestplate, but by now it was probably laying in pieces at the bottom of the swamp. Otto carefully strapped on the plated goggles to the top of his head, just as he always had done. Aunt May came foreword with a large grin on her face holding the red mask in her hands. Over the past week, it had been refitted with new lenses, looking almost brand new.

Peter finished pulling it over his head when a tap sounded at the window. Black Cat stood outside of the window looking rather impatient as a number of police cars screamed past. Rosie and MJ opened the window, clearing their takeoff path as Cat's voice came through like the peal of a bell, "Will you guys hurry up in there? Geez, it's cold out here!"

MJ held one of the glass doors open for them and called out, "Go Get 'em, Tiger!"

Otto grinned openly before sliding on his glasses. Peter took off at a sprint before flinging himself out into the brisk night air and releasing a webline. Otto followed close behind, flinging himself out and sailing to the ground before rocketing back up into the air with a combination of human and mechanical legs.

Soon, all three of them were nimbly flying through the air, Peter completing a swing arc and flipping off the air with a screaming "WOOOOOOOHOOOOOOOOOO!" before falling and shooting more webline out. The cold air felt refreshing against his face, and with the wind, went his troubles.

Otto felt the cold sting his face and smiled as he let himself fall before hurling himself back up. It had been from this day, one year ago that he had washed up on the shore of the Hudson, miles away from the harbor of New York. It seemed so close, and yet so far…everything had turned around and he willingly would forget about all that had happened previously. Now, he was with Peter and Cat. He would fight on beside them.

Otto thought silently to himself as they followed the flashing red and blue lights below; the glare of the sun reflecting off of his glasses lenses.

* * *

_All that has happened in the past year or so seems so distant. But…as one chapter of our lives ends, another must begin. This isn't the end…no…this is nowhere near the end. This is the beginning of the next chapter and the end of the first…_

_Spiderman will always have enemies…and yet…he will always have friends… myself and Cat. There has been times where I've wanted to give up…where I just want to go and leave everything behind…but something keeps me here…I don't know what, but something keeps me here and fighting…and I feel very confident in saying that not knowing what it is will always make me stay..._

_So to those who say it is the end? No…this isn't the end…it is merely the beginning_

_Requiescat en Pace, Harry, Rest in Peace…you will never be forgotten. I apologize that it had to end this way, but I'm sure you can smile upon the fact that Peter will carry on for you. _

_Though these scars upon my cheek may never fade away, they will be solid proof that I'm here to stay as well_

_I will follow the two of you, Cat and Peter… you both are young…I will follow you guys to the ends of the earth, and to the end itself. I will fight on for you and beside you to the end…_

_**Fin**_

* * *

AAAUGH! It's over! Well, you all are invited for the wrap party! Wooo! This has been a blast writing and I feel that for my first offense (just kiddin') attempt at writing fanfiction, I say I did a pretty nice job. True there were a few bumps I needed to smooth out, but hey, it was really the first story I started and actually followed through to the end! I'm sooo emotional!

And to anyone who noticed, today, the day I updated, marks the one year anniversary of the start of A New Dawn! W00t! sorry I took so long on that last update…I've been busy with schoolwork and band time just slipped away, so I was thinking, "Hey, why not make it a special update?

So anyway, Thanks to all my lovely reviewers, not go be good little chilluns and reply D

Love you guys,

thanks,

It's been fun.

See ya'll next time around,

-Bakudon

(Heather Grant)

_**EL FIN TO THE MAX, BABY!**_


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